Cadwalader, Wickersham & Taft LLP

Contact
Share
Info
200 Liberty Street
New York, NY 10281, United States
Phone: 212 504 6000
Fax: 212 504 6666
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Commercial Law & Contracts
  • Criminal Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Litigation
  • Mergers & Acquisitions
  • Real Estate
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
See more
Locations
Other U.S. Locations
  • D.C.
  • New York
  • North Carolina
Other Countries
  • United Kingdom
Number of Attorneys
400+ Attorneys

What's the Use (Clause)? July 2022 - Use Clauses and Sublet Provisions in Ground Leases

A ground lease is both a conveyance and a contractual agreement between a landlord (the ground lessor) and a tenant (the ground tenant) pursuant to which the ground lessor, as the fee owner of the real property, conveys a…more

Contract Terms, Ground Leases, Landlords, Leaseholds, Leases

See all updates »

We Can Work It Out: The Need for Pre-Negotiation Agreements

In light of the current economic climate, real estate lenders and borrowers will certainly be communicating with one another frequently concerning potential loan modifications and accommodations. It is prudent for lenders to…more

Borrowers, Financial Institutions, Financial Services Industry, Lenders, Loan Documentation

See all updates »

European Restructuring and Distressed: 2022 in Review

Market overview - Few could have predicted the unexpected twists and turns 2022 would provide.  A year in which the spectre of war came home to haunt Europe…more

Corporate Restructuring, Creditors, Debtors, EU, Insolvency

See all updates »

No Celebrations March 2022 - Understanding Future Advance Conditions

While some commercial real estate loans are fully funded at loan closing, others are funded in whole or in part through future advances. Some loans provide for future advances to fund tenant improvement work and leasing…more

Borrowers, Commercial Loans, Commercial Real Estate Contracts, Contract Terms, Lenders

See all updates »

SEC Adopts Amendments to Management’s Discussion and Analysis and Other Financial Disclosures

On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures…more

Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Financial Regulatory Reform, Financial Statements

See all updates »

Going Green - February 2022 - Further Developments in Mezzanine Foreclosures

The New York State Supreme Court, County of New York (the “Court”) decided in Atlas Brookview Mezzanine LLC v. DB Brookview LLC, on November 18, 2021, that an accommodation pledge entered into in connection with a mortgage loan…more

Borrowers, Equity, Foreclosure, Loan Documentation, Loans

See all updates »

District Court Holds That Receipt of Reorganized Stock Did Not Violate Turnover and Standstill Provisions in Intercreditor Agreement

On November 30, 2018, Judge Nelson S. Román of the United States District Court for the Southern District of New York issued a decision affirming the dismissal of certain claims brought by senior secured creditors against junior…more

Commercial Bankruptcy, Contract Terms, Debt Restructuring, Dismissals, Intercreditor Agreements

See all updates »

US Patent Office Launches Green Energy Award

On March 6, 2023, the U.S. Patent and Trademark Office (USPTO) announced the addition of a new category for its Patents for Humanity Awards Program: Green Energy. The Green Energy category accepts any U.S. patent or patent…more

Climate Action Plan, Climate Change, Energy Projects, Green Energy, Innovative Technology

See all updates »

Challenges to the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S…more

Anti-Corruption, Anti-Money Laundering, Beneficial Owner, Constitutional Challenges, Corporate Transparency Act

See all updates »

KYC – “Know Your Customer,” or Agent, or Financial Institution, to Qualify for the Bankruptcy Code Safe Harbors

Parties structuring certain financial transactions to comply with the Bankruptcy Code safe harbor provisions, including protections from the avoidance powers in Section 548 of the Bankruptcy Code, must be cognizant of recent…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Financial Institutions, Financial Transactions

See all updates »

FinCEN Issues New Geographic Targeting Order for Shell Companies Purchasing High-End Residential Real Estate

In its latest effort to combat money laundering within the real estate sector, the Financial Crimes Enforcement Network (“FinCEN”) has issued a new Geographic Targeting Order (“GTO”) broadening its scrutiny of shell companies…more

Banking Sector, Beneficial Owner, BSA/AML, Financial Institutions, FinCEN

See all updates »

U.S. Lawmakers Urge DOJ to Investigate Oil and Gas Companies

On July 25, 2023, Representative Ted Lieu and 19 other Democratic lawmakers from the U.S. House of Representatives and Senate sent a letter to U.S. Attorney General Merrick Garland, requesting that the Department of Justice open…more

Air Pollution, Carbon Emissions, Climate Action Plan, Climate Change, Department of Justice (DOJ)

See all updates »

Challenges to the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S…more

Anti-Corruption, Anti-Money Laundering, Beneficial Owner, Constitutional Challenges, Corporate Transparency Act

See all updates »

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"), in…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Financial Services Industry, Securitization

See all updates »

NAVigating November 2023 - NAV Financing: To Secure or Not To Secure, That Is the Question

As noted in Angie Batterson’s wonderful panel at our Finance Forum in Charlotte last month, the term NAV loan means different things to different people, and can encompass a diverse mix of structures and asset classes in the…more

Borrowers, Credit Agreements, Financing, Investment Funds, Lenders

See all updates »

SEC Adopts a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On November 27, 2023, the Securities and Exchange Commission (the “Commission”) adopted Rule 192 under the Securities Act of 1933 (the “Securities Act”), a rule that is designed to prohibit “material conflicts of interest” in…more

Asset-Backed Securities, Conflicts of Interest, Dodd-Frank, Regulatory Reform, Securities and Exchange Commission (SEC)

See all updates »

ESG in Fund Finance: The Next Phase April 2024 - ESG in Fund Finance

In the first of our series “ESG in Fund Finance” articles, we summarise and examine the recent publication “A Guide to the Application of Sustainability-linked Loan Principles in Fund Finance”…more

Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry, Investment Funds, Loans

See all updates »

Here We Go Again January 2024 - A Note to My Younger Self Part II: Starting Over Every January

As I sit here again with one more year in the rearview mirror since the last time we chatted, this older, wiser self has been reflecting on what I would tell my younger self if I had the chance at the beginning of January of yet…more

Borrowers, Financial Services Industry, Financing, Investment Funds, Lenders

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

UK Government Outlines Details of New Failure to Prevent Fraud Offence

On 11 April 2023, the UK Government announced that it has introduced a new “failure to prevent fraud” offence by way of an amendment to its draft Economic Crime and Corporate Transparency Bill (the “Economic Crime Bill”). Under…more

Anti-Corruption, Corporate Crimes, Fraud, Legislative Agendas, Proposed Legislation

See all updates »

Structured Finance Industry Group Publishes ESG Best Practices for Auto ABS and RMBS Disclosures

In September 2023, the Structured Finance Association (SFA) published its ESG Best Practices for Auto Asset-Backed Securities (ABS) and Residential Mortgage-Backed Securities (RMBS) Disclosures. The industry-wide working group…more

Asset-Backed Securities, Disclosure Requirements, Environmental Social & Governance (ESG), Popular, RMBS

See all updates »

CFPB Funding Challenge: Supreme Court Appears Skeptical

On October 3, 2023, the U.S. Supreme Court heard oral argument in CFPB v. Community Financial Services Association of America to decide whether the CFPB’s funding structure violates the Constitution’s Appropriations Clause…more

Community Financial Services Association, Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Consumer Financial Protection Bureau v Community Financial Services Association of America Ltd, Federal Funding

See all updates »

New SEC "Pay for Performance" Proxy Disclosure Rules Will Require Significant Advance Planning and Effort

More than twelve years ago, the Dodd-Frank legislation directed the SEC to issue a rule that requires issuers to provide, among other things, information that shows “the relationship between executive compensation actually paid…more

CD&A, Compensation & Benefits, Disclosure Requirements, Dodd-Frank, Executive Compensation

See all updates »

COVID-19 Update: European Commission Proposes Changes to the Securitisation Regulation in Response to COVID-19

On 24 July 2020, the European Commission (the “Commission”) published its proposed amendments to the current securitisation framework set out in Regulation (EU) 2017/2402 (the “Securitisation Regulation”)…more

Asset-Backed Securities, Coronavirus/COVID-19, Economic Growth, EU, European Commission

See all updates »

SMArt Due Diligence - April 2022 | Issue No. 171 - Due Diligence on Public Funds in Funds-of-One

Fund Finance Friday has previously reported on the continuous rise of public pension money in private equity. Generally, such investments are made in commingled funds with a diversified group of investors, but we also commonly…more

Due Diligence, Employee Benefits, Investment, Investment Funds, Lenders

See all updates »

Blasius Is Alive and Well in Delaware: Delaware Supreme Court Chides Chancery for Turning Away Stockholder’s Claims Without Considering Whether Board’s Interference with Stockholder Vote Triggered Blasius’s Compelling Justification Test

Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification for…more

Board of Directors, Business Disputes, Contested Elections, Corporate Deadlock, Corporate Governance

See all updates »

FERC Addresses Effects of Tax Cuts on Jurisdictional Rates and Disallows Income Tax Component in MLP-Owned Partnership Pipeline Cost-of-Service Rates

On March 15, 2018, the Federal Energy Regulatory Commission (“FERC”) issued an order on remand disallowing an income tax component in cost-of-service rates charged by an interstate oil pipeline owned by a master limited…more

Corporate Taxes, Energy Sector, FERC, Income Taxes, Master Limited Partnerships

See all updates »

The UK's Spring Budget 2024 and Its Impact on Real Estate

The Chancellor of the Exchequer delivered the United Kingdom (UK) Spring Budget for 2024 on 8 March 2024.  The Budget was delivered against the backdrop of an anticipated general election in the summer or autumn of 2024 and…more

Alternative Investment Funds, Anti-Avoidance, Budgets, Commercial Real Estate Contracts, Investment Schemes

See all updates »

First Circuit Case Doesn’t Move the Line on the Future of State Authorized Sports Betting

The First Circuit’s recent decision in New Hampshire Lottery Commission v. Rosen holds that the Wire Act’s prohibitions on interstate activity apply only to sports betting, and not to all types of bets and wagers, such as online…more

Department of Justice (DOJ), Gambling, Interstate Commerce, Sports Betting, Sports Gambling

See all updates »

KYC – “Know Your Customer,” or Agent, or Financial Institution, to Qualify for the Bankruptcy Code Safe Harbors

Parties structuring certain financial transactions to comply with the Bankruptcy Code safe harbor provisions, including protections from the avoidance powers in Section 548 of the Bankruptcy Code, must be cognizant of recent…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Financial Institutions, Financial Transactions

See all updates »

SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules

On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”).  In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G, provide…more

Beneficial Owner, Business Ownership, Corporate Counsel, Derivatives, Final Rules

See all updates »

Something Special, April 2021 | Issue No. 23 - Don’t Be Cruel: Appellate Division Upholds Waiver of Fiduciary Duties But Denies Motion to Dismiss Claim for Breach of Good Faith and Fair Dealing

Can contracting parties waive all common law fiduciary duties? That was one of the questions presented to the New York Supreme Court, Appellate Division, First Department (the “Court”) in 111 West 57th Investment LLC, on Behalf…more

Breach of Duty, Construction Project, Covenant of Good Faith and Fair Dealing, Delaware General Corporation Law, Fiduciary Duty

See all updates »

Insider Trading in Physical Commodities

On December 14, 2023, the Commodity Futures Trading Commission (“CFTC”) and Department of Justice (“DOJ”) Fraud Section announced the settlement of insider trading fraud charges and Foreign Corrupt Practices Act (“FCPA”)…more

CFTC, Civil Monetary Penalty, Department of Justice (DOJ), Enforcement Actions, Foreign Corrupt Practices Act (FCPA)

See all updates »

Supreme Court Refuses to Extend American Pipe Tolling to Successive Class Actions

On June 11, 2018, in China Agritech, Inc. v. Resh, the United States Supreme Court held that the American Pipe tolling doctrine, which suspends the running of the statute of limitations applicable to the claims of individual…more

Appeals, China Agritech Inc v Resh, Class Action, Class Certification, Class Members

See all updates »

Continuation Play June 2023 - Making the Most of Continuation Funds

In light of lingering effects of the pandemic on many funds and uncertain and volatile markets, sponsors are increasingly looking for alternative solutions to generate liquidity for their investors. One such solution offered by…more

Fiduciary Duty, Financial Services Industry, Investment, Investment Funds, Investors

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

COP28 Update: Agreement Reached on Loss and Damage Fund

On November 30, 2023, the first day of COP28, nearly 190 countries finalized the terms for the framework of a loss and damage fund to assist developing countries to respond to harms caused by climate change. The fund was first…more

Climate Action Plan, Climate Change, COP, Developing Countries, Environmental Policies

See all updates »

Honey, do you think KYC is still open? September 2023 - The ABCs of KYC (accounts)

Subtly pivoting from the topic of collateral accounts, introduced in the August 25, 2023 Fund Finance Friday (“FFF”) article by Chad Stackhouse and Katie Clardy titled “Control or Control Agreement”, we will explore a few of the…more

Anti-Money Laundering, Financial Services Industry, Financing, Investment Funds, Know Your Customers

See all updates »

NAVember November 2023 - U.S. NAV Finance Market Update – What a Year!

It’s already been two weeks since we wrapped up the Cadwalader Finance Forum in Charlotte, which featured a panel on “New Approaches in the NAV and Secondary Market.” The panelists provided attendees with an entertaining and…more

Borrowers, Financing, Investment Funds, Lenders, Loans

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

Agencies Propose Amendments Relaxing Capital Requirements for ADC Loans

On September 18, 2018, the three federal banking agencies – the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation – jointly announced a…more

Basel III, Capital Requirements, Carve Out Provisions, Economic Growth Regulatory Relief and Consumer Protection Act, Loans

See all updates »

Shadow Trading Expands Potential Insider Trading Liability in S.E.C. v. Panuwat

Insider trading generally refers to the trading of a company’s security based upon material non-public information (“MNPI”) about that company. But a recent litigation victory by the U.S. Securities and Exchange Commission…more

Confidential Information, Insider Trading, Liability, Material Nonpublic Information, Securities and Exchange Commission (SEC)

See all updates »

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims…more

False Statements, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Rule 10b-5

See all updates »

COVID-19 Update: Continued HOPE of a New Commercial Real Estate Preferred Equity Facility

U.S. Representatives Van Taylor (R-TX) and Al Lawson (D-FL) introduced a bipartisan bill this week that would require the Department of the Treasury (the “Treasury”) to establish and administer a facility to guarantee certain…more

Borrowers, Coronavirus/COVID-19, Eligibility, Equity Investors, Financial Institutions

See all updates »

UK Budget 2023 – Key Tax Measures Impacting Real Estate

The Chancellor of the Exchequer delivered the United Kingdom (“UK”) Budget for 2023 on 15 March 2023. The Budget was delivered against a backdrop of some familiar political headwinds, caused by the lengthy shockwaves of the…more

Budgets, Carried Interest Tax Rates, Holding Companies, Real Estate Market, REIT

See all updates »

The UK Serious Fraud Office’s Extraterritorial Powers Are Clarified

After three years of uncertainty over the Serious Fraud Office’s (“SFO”) powers to obtain documents  located overseas, the UK Supreme Court has clarified the extraterritorial effect of the legislation facilitating that power…more

Anti-Corruption, Comity, Criminal Investigations, Document Productions, Enforcement Actions

See all updates »

CFPB Suit Against Student Loan Trusts Dismissed

On March 26, 2021, Judge Maryellen Noreika of the U.S. District Court for the District of Delaware dismissed a lawsuit brought by the Consumer Financial Protection Bureau (“CFPB”) in Consumer Financial Protection Bureau v. The…more

Civil Investigation Demand, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Covered Person, Debt Collection

See all updates »

Fund Finance Starter Pack October 2022 | Issue No. 197 - Fund Finance 101 – Back to Basics

Following on Mike Mascia’s Closing Remarks delivered to young Fund Finance professionals at last month’s FFA University 1.0, I wanted to take things back to the basics for those who are just starting their careers in fund…more

Borrowers, Credit Agreements, Credit Facilities, Financial Services Industry, Financing

See all updates »

An Overview of the ISDA IBOR Fallbacks Supplement and Protocol

On October 23, 2020, the International Swaps and Derivatives Association, Inc. (“ISDA”) published (1) the ISDA 2020 IBOR Fallbacks Protocol (the “Protocol”) and (2) a supplement to the 2006 ISDA Definitions that adds new IBOR…more

Derivatives, Financial Conduct Authority (FCA), IBOR Fallbacks Supplement (Supplement), Inter-Bank Offered Rates (IBORs), Interest Rates

See all updates »

Benchmarks Beyond January 2024 - 2024 Update on the Cessation of CDOR and SIBOR

As we kick off 2024, the focus on the unavailability of certain benchmarks continues on. To refresh, we have already seen the benchmark for US Dollars generally replaced with the Secured Overnight Financing rate as administered…more

Benchmarks, Canada, Consumer Financial Products, Financial Institutions, Financial Regulatory Reform

See all updates »

Taking Control August 2023 - Control or Control Agreement

As most of our readers know, the majority of subscription facilities are secured by the right to call capital and receive capital contributions from the fund’s investors and the bank deposit account into which those capital…more

Collateral, Credit Agreements, Financial Institutions, Financial Services Industry, Investment Funds

See all updates »

Department of Justice Announces New Whistleblower Rewards Program

On March 7, 2024, the U.S. Department of Justice (“DOJ”) announced that it will create a whistleblower rewards program under which individuals who report corporate misconduct can earn a share of any resulting DOJ forfeiture. …more

Corporate Misconduct, Department of Justice (DOJ), Enforcement Actions, Whistleblower Awards, Whistleblower Protection Policies

See all updates »

Springing into Q2 April 2023 - FFF Sovereign Immunity Series – Part VIII: England & Wales

For our eighth installment in the FFF Sovereign Immunity Series, we consider the doctrine of sovereign immunity in England & Wales. We begin with our usual disclaimer that sovereign immunity is a complex legal and tax…more

Borrowers, Consumer Financial Products, Credit Facilities, Enforcement Actions, Financial Services Industry

See all updates »

The Defend Trade Secrets Act: Significant Recent Changes to Intellectual Property Law May Provide New Avenues for Protecting Potentially Unpatentable Critical Discoveries

On May 11, 2016, President Obama signed into law the Defend Trade Secrets Act (“DTSA”), marking one of largest changes to intellectual property law since the America Invents Act of 2011. This legislation will allow companies to…more

Asset Seizure, CLS Bank v Alice Corp, Defend Trade Secrets Act (DTSA), Economic Espionage Act, Ex Parte

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

Blasius Is Alive and Well in Delaware: Delaware Supreme Court Chides Chancery for Turning Away Stockholder’s Claims Without Considering Whether Board’s Interference with Stockholder Vote Triggered Blasius’s Compelling Justification Test

Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification for…more

Board of Directors, Business Disputes, Contested Elections, Corporate Deadlock, Corporate Governance

See all updates »

Groundbreaking and Informative – CFTC’s KuCoin Complaint

On March 26, 2024, the U.S. Commodity Futures Trading Commission (“CFTC”) filed a complaint (the “Complaint”) in the U.S. District Court for the Southern District of New York (“SDNY”) for injunctive and other relief against…more

BSA/AML, CFTC, Commodities, Commodity Exchange Act (CEA), Crypto Exchanges

See all updates »

SEC Adopts Final Rules for Disclosure of Hedging Policies

The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)…more

CD&A, Disclosure Requirements, Dodd-Frank, Final Rules, Financial Transactions

See all updates »

European Fund Finance Market Update

On October 11, 2017, the Fund Finance Association (the “FFA”) hosted its 3rd Annual European Fund Finance Symposium (the “Conference”) at the Landmark Hotel in London. Forty-two market participants sponsored the Conference and…more

Banking Sector, Credit Facilities, EU, Financial Markets, Financing

See all updates »

Does WeWork’s Going Concern Warning Signal a Potential Bankruptcy Filing?

Three years have passed since the COVID-19 pandemic reached the United States and its effects are still being felt today.  Even though lockdown measures have largely disappeared and many workers have returned to the office,…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

See all updates »

Corwin Cleansing Denied Again: Delaware Court of Chancery Green Lights Claims Alleging Loyalty Breaches Tainting Company Sales Process in In re Pattern Energy Group Inc. Stockholders Litigation

On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1…more

Business Litigation, Class Action, Controlling Stockholders, Corporate Sales Transactions, Duty of Loyalty

See all updates »

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"), in…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Financial Services Industry, Securitization

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

Moving into May - April 2023: FFF Sovereign Immunity Series – Part IX

Today we release the ninth installment of our Sovereign Immunity Series. In this installment we cover Oklahoma, Oregon, Pennsylvania, Rhode Island and South Carolina to give you a high-level overview of sovereign immunity in…more

Contract Disputes, Eleventh Amendment, Financing, Investment, Investment Funds

See all updates »

See You in September August 2021 - There Was No 'Gap' in the Lease Language: COVID Is Not a Casualty

On June 29, 2021, in The Gap, Inc. v. 170 Broadway Retail Owner, LLC, the New York Appellate Division, First Department, overturned an earlier decision by the New York Supreme Court and issued a decisive victory to commercial…more

Business Interruption, Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Terms

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

No, You’re a Customer: Recent Second Circuit Decision Circumscribes Merit and Preempts State Law Impairment of Safe Harbor Protections in the Wake of a Failed LBO

On December 19, 2019, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed a ruling of the United States District Court for the Southern District of New York (the “District Court”) dismissing…more

Acquisitions, Appeals, Bankruptcy Code, Chapter 11, Clearing Agencies

See all updates »

Controlling Cash March 2024 - Cash Control Event: Lender and Borrower Considerations

Our readers have been blessed with wonderful Fund Finance Friday articles dealing with the maintenance of collateral accounts in 'When Deposits Don’t Travel with Loans', control over collateral accounts in 'Control or Control…more

Borrowers, Collateral, Credit Agreements, Financial Services Industry, Financing

See all updates »

August Changes to Fund Distribution in the EEA

This week sees the introduction of significant changes to the rules and regulations governing the marketing of alternative investment funds (“AIFs”) to investors in the Member States of the European Economic Area (the “EEA”)…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, Asset Management, Cross-Border

See all updates »

What You Should Know Up Front July 2023 - Considerations for Administrative Agents ‘Fronting’ Funds

When a borrower submits a request for borrowing in a syndicated credit facility, each lender in the lending group is generally obligated to make its pro rata share of the borrowing available to the administrative agent by a…more

Borrowers, Consumer Financial Products, Credit Agreements, Financial Services Industry, Lenders

See all updates »

A New Year’s Booster Shot: Congress Grants the SEC a Statutory Disgorgement Remedy and Extended Statute of Limitations

Congress opened 2021 by overturning one of President Trump’s vetoes for the first time. By large bipartisan majorities, the House and Senate overturned a presidential veto and enacted the 2021 National Defense Authorization Act…more

Disgorgement, Enforcement Actions, Enforcement Authority, Kokesh v SEC, Liu v Securities and Exchange Commission

See all updates »

Bond Traders Face Ban for Market Abuse in the UK

The Financial Conduct Authority (“FCA”) has banned and fined three bond traders for placing large-sized orders for future contracts in relation to Italian government bonds that they did not intend to execute, while concurrently…more

Bond Markets, Bond Traders, Bonds, Enforcement Actions, Financial Conduct Authority (FCA)

See all updates »

A Quick Take on a Sudden Change in the Banking Landscape

A lot of ink has been spilled in the last 72 hours regarding the historic developments involving Silicon Valley Bank and Signature Bank. Our quick summary of the facts and law is below. Cadwalader will continue to monitor these…more

Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions, FDIC

See all updates »

Summertime Reflections July 2023 - FFF Sovereign Immunity Series – Part XII

Today we release the twelfth – and penultimate – installment of our Sovereign Immunity Series. In this part, we discuss and provide a high-level overview of how sovereign immunity is viewed specifically through the lens of fund…more

Eleventh Amendment, Rules of Civil Procedure, Sovereign Immunity, VT Supreme Court, Waivers

See all updates »

The New Normal? June 2021 - The Importance of Springing Members

Springing Members are a tool that a structured finance Lender can use to reduce the risk that a Borrower will dissolve under state law. Under most state laws, an LLC that does not have at least one member will dissolve…more

Borrowers, Dissolution, Lenders, Limited Liability Company (LLC), LLC Agreements

See all updates »

SEC Proposes Amendments to Modernize Disclosure Requirements

The Securities and Exchange Commission has proposed amendments to the business description, legal proceedings and risk factor disclosures required by registered companies in annual and quarterly reports and registration…more

Annual Reports, Deregulation, Disclosure Requirements, Financial Regulatory Reform, Financial Statements

See all updates »

Delaware Court of Chancery Strictly Interprets Merger Agreement in Finding That Rent-A-Center, Inc. Properly Terminated Its Proposed Merger with Vintage Rodeo

In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly…more

Buyouts, Contract Interpretation, Contract Termination, Corporate Counsel, Drop-Dead Rule

See all updates »

COVID-19 Update: CFPB Announces New Supervisory and Enforcement Priorities in Light of COVID-19 Pandemic

On July 16, 2020, the Consumer Financial Protection Bureau (“CFPB”) hosted a webinar outlining, for the first time, the CFPB’s supervisory and enforcement priorities in light of the coronavirus pandemic…more

CARES Act, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, ECOA, Enforcement Guidance

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

Recallable Capital Ripples November 2023 - Total Recall

Recallable capital is a hot topic these days in both subscription financing and NAV financing transactions, both at industry events and in the press. There has been a good deal of attention to this concept in the NAV market in…more

Borrowers, Credit Agreements, Financial Services Industry, Financing, Investment Funds

See all updates »

There’s No Going Back: The Finality of Mortgage Foreclosures

In New York, it is settled precedent that a judgment of foreclosure and sale is final as to all questions at issue between the parties. Thus, once a final judgment is entered, both parties have no recourse or ability to raise a…more

Banks, Collateral Estoppel, Counterclaims, Default, Final Judgment

See all updates »

What’s in a Name? Court Holds That Despite Its Title, a Security Agreement Also Subordinated Junior Creditor’s Rights to Payment

On October 29, 2021, Judge Laura Taylor Swain, the presiding judge in the Puerto Rico bankruptcy case, ruled that approximately $2 billion in intragovernmental loan claims were subordinated to bonds issued by the Puerto Rico…more

Bonds, Commercial Bankruptcy, Contract Terms, Loan Agreements, Puerto Rico

See all updates »

ISDA Publishes Tokenized Collateral Model Provisions for ISDA 2016 Credit Support Annexes for Variation Margin (VM)

On December 20, ISDA published the tokenized collateral model provisions for inclusion in ISDA 2016 Credit Support Annexes for Variation Margin (VM) (the “Model Provisions”).  The Model Provisions comprise two sets of…more

Blockchain, Credit Support Annex (CSA), Digital Assets, Distributed Ledger Technology (DLT), ISDA

See all updates »

In Depth: Dissecting the Real Estate, Structured Finance and Financial Services Industries' Comment Letters on the SEC’s Climate Disclosure Proposal

By the time the comment period closed on June 17, 2022, the SEC had received thousands of comment letters from the public in response to the SEC’s proposed climate disclosure rules (the “Proposal”), which is perhaps the most…more

American Bankers Association, Climate Change, Corporate Governance, Corporate Social Responsibility, CREFC

See all updates »

Recent Amendments to English Civil Procedure Help Simplify the Issuance of Contractual Claims Against Foreign Defendants—Service of Process Pursuant to CPR 6.33(2B)

On 6 April 2021, an amendment was introduced to the Civil Procedure Rules 1998 (S.I. 1998/3132) (the “CPR”) at Part 6 concerning service out of the jurisdiction. The change is of interest where at least one or more international…more

Business Litigation, Choice of Court Agreements Treaty, Contract Disputes, Foreign Corporations, Jurisdiction

See all updates »

Delaware Court Of Chancery Finds Director Breaches of Fiduciary Duty and Aiding and Abetting Liability for Activist Investor in Shareholder Class Action Suit

On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion in In re PLX Technology Inc. Stockholder Litigation, a dispute arising from the August 2014 merger between PLX…more

Activist Investors, Aiding and Abetting, Appeals, Board of Directors, Breach of Duty

See all updates »

Cat Bond Update: Florida Assignment of Benefits

On April 24, 2019, the Florida Legislature passed a bill (the “Act”) to reform the requirements for the assignment of benefits of claims for residential and commercial property insurance. The Act is expected to become law…more

Assignment of Benefits (AOB), Attorney's Fees, Catastrophic Events, Contractors, Homeowners

See all updates »

Forbear and Move Forward April 2023 - Oh, Those Disqualified Lender Lists...

Bloomberg recently reported that some lenders were setting up trading desks focused on private debt. This, together with the recent events in the banking market and regulatory capital-driven exposure reductions that have been…more

Financial Institutions, Financial Services Industry, Financing, Investment Funds, Lenders

See all updates »

One and Done: Lending for the Full Fund Lifecycle January 12, 2024 - Building in Flexibility in Credit Facilities

As more subline lenders are beginning to cover asset based lending, banks are keen to create streamlined template documentation with the flexibility to accommodate the borrowing needs of their clients throughout a fund’s…more

Asset-Based Lending, Banking Sector, Banks, Borrowers, Financial Institutions

See all updates »

Let’s Be Direct January 2023 | Issue No. 208 - WFF US: ‘Private Equity to Entrepreneur’ NY Event Recap

Last Thursday, there was a lot of purple (and rain!) as Women in Fund Finance co-hosted the first FFA event of 2023, along with Cadwalader, Wickersham & Taft and Wells Fargo, kicking off the year with an exciting evening of…more

Entrepreneurs, Financial Services Industry, Financing, Investment Funds, Popular

See all updates »

United States Supreme Court Holds that Bankruptcy Code Section 363(m) Does Not Preclude Appellate Jurisdiction on Asset Sale Orders

In a ruling issued just yesterday, MOAC Mall Holdings LLC v. Transform Holdco LLC et al., 598 U.S. ----, 2023 WL 2992693 (2023) (“MOAC”), the United States Supreme Court (the “Supreme Court”) held that Bankruptcy Code section…more

363 Sales, Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy

See all updates »

NAVember November 2023 - U.S. NAV Finance Market Update – What a Year!

It’s already been two weeks since we wrapped up the Cadwalader Finance Forum in Charlotte, which featured a panel on “New Approaches in the NAV and Secondary Market.” The panelists provided attendees with an entertaining and…more

Borrowers, Financing, Investment Funds, Lenders, Loans

See all updates »

SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules

On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”).  In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G, provide…more

Beneficial Owner, Business Ownership, Corporate Counsel, Derivatives, Final Rules

See all updates »

DOL Issues New Proposed Fiduciary Rule

On Tuesday, October 31, 2023, the U.S. Department of Labor (the "DOL") issued a new proposed rule pertaining to the definition of “fiduciary” under ERISA and Section 4975 of the Code. If adopted, the proposed rule would replace…more

Comment Period, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary

See all updates »

Fund Finance – Positive Developments for Sponsors and Investors under Ireland’s Investment Limited Partnership 2.0 Regime

Why is this topic suddenly of interest? Irish Investment Limited Partnerships (“ILPs”) have been around since the introduction of the Investment Limited Partnership Act in 1994 (the “1994 Act”). Due to certain requirements…more

Alternative Investment Funds, Central Bank of Ireland, Financial Regulatory Reform, Investment Funds, Investment Limited Partnership

See all updates »

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"), in…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Financial Services Industry, Securitization

See all updates »

State Attorney General Insider – Winter 2023: Taking a Closer Look

While 2022 was an eventful year in the state Attorney General space, the first few weeks of 2023 suggest that state Attorney General issues will once again be in the headlines…more

Enforcement Actions, State Attorneys General

See all updates »

CFTC Issues Notice of Proposed Rulemaking in Connection with Risk Management Program Regulations for SDs, MSPs and FCMs

The Commodity Futures Trading Commission (the “Commission” or the ”CFTC”), on May 31, 2023 published an Advance Notice of Proposed Rulemaking (“ANPRM”), seeking public comment in connection with potential amendments to the…more

Advanced Notice of Proposed Rulemaking (ANPRM), CFTC, Comment Period, Commodity Exchange Act (CEA), Futures Commission Merchants (FCMs)

See all updates »

U.S. Court of Appeals for the Third Circuit Agrees to Hear Interlocutory Appeal in CFPB Enforcement Action against Student Loan Trusts

On April 29, 2022, the U.S. Court of Appeals for the Third Circuit granted a petition for permission to appeal in Consumer Financial Protection Bureau v. The National Collegiate Master Student Loan Trusts filed by defendants The…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Enforcement Actions

See all updates »

Moving into May, April 2023 - A Lender’s Perspective on Special Purpose Entities, Alternative Investment Vehicles and Qualified Borrowers

In order for fund credit parties to maintain flexibility for investments and meet the changing requirements of investor requirements (tax, ERISA, etc.), they often need to establish multiple investment vehicles to accommodate…more

Alternative Investment Funds, Borrowers, Investment Companies, Investment Fund Vehicles, Investment Funds

See all updates »

Not So Sweet Home Alabama

In a recent opinion out of the U.S. District Court for the Northern District of Alabama, the newly-effective Corporate Transparency Act (“CTA”) has been found unconstitutional. In National Small Business United v. Janet Yellen,…more

Anti-Corruption, Anti-Money Laundering, Beneficial Owner, Congressional Authority, Constitutional Challenges

See all updates »

CFPB Funding Challenge: Supreme Court Appears Skeptical

On October 3, 2023, the U.S. Supreme Court heard oral argument in CFPB v. Community Financial Services Association of America to decide whether the CFPB’s funding structure violates the Constitution’s Appropriations Clause…more

Community Financial Services Association, Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Consumer Financial Protection Bureau v Community Financial Services Association of America Ltd, Federal Funding

See all updates »

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"), in…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Financial Services Industry, Securitization

See all updates »

Greenpeace Sues European Commission Over Inclusion of Gas and Nuclear in EU Taxonomy

On April 18, 2023, eight Greenpeace organizations (the organizations) filed a lawsuit against the European Commission at the European Court of Justice following the Commission’s inclusion of natural gas and nuclear energy in the…more

Climate Action Plan, Climate Change, Court of Justice of the European Union (CJEU), Environmental Justice, Environmental Social & Governance (ESG)

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"), in…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Financial Services Industry, Securitization

See all updates »

Brief Primer on CFOs and Rated Feeder Funds

Through our extensive experience representing underwriters and sponsors in connection with CFOs and Rated Feeders, we’ve identified a number of key issues and considerations that should be addressed when contemplating a CFO or…more

Collateralized Fund Obligation (CFO), Feeder Funds, Investment, Investment Funds, Loans

See all updates »

It’s Time for a New Damages Calculation: SDNY Bankruptcy Court Applies the Time Approach to Limit Damages in Lease Terminations

Since 1993, decisions out of the U.S. Bankruptcy Court for the Southern District of New York consistently adopted the aggregate “rent approach” for calculating lease rejection damages in bankruptcy proceedings. But in Bankruptcy…more

Bankruptcy Court, Calculation of Damages, Commercial Bankruptcy, Lease Termination

See all updates »

United States Supreme Court Holds that Bankruptcy Code Section 363(m) Does Not Preclude Appellate Jurisdiction on Asset Sale Orders

In a ruling issued just yesterday, MOAC Mall Holdings LLC v. Transform Holdco LLC et al., 598 U.S. ----, 2023 WL 2992693 (2023) (“MOAC”), the United States Supreme Court (the “Supreme Court”) held that Bankruptcy Code section…more

363 Sales, Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy

See all updates »

No, You’re a Customer: Recent Second Circuit Decision Circumscribes Merit and Preempts State Law Impairment of Safe Harbor Protections in the Wake of a Failed LBO

On December 19, 2019, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed a ruling of the United States District Court for the Southern District of New York (the “District Court”) dismissing…more

Acquisitions, Appeals, Bankruptcy Code, Chapter 11, Clearing Agencies

See all updates »

Nowhere to Run to Baby, Nowhere to Hide: An Overview of the New York LLC Corporate Transparency Act and Its Disclosure Requirements

If you thought you could hide behind your LLC in this new year, think again. Governor Kathy Hochul signed the New York LLC Corporate Transparency Act (the “Act”), which will go into effect in late 2024…more

Beneficial Owner, Corporate Transparency Act, Disclosure Requirements, Limited Liability Company (LLC), New York

See all updates »

Senate Banking Committee Considers the Nomination of Sarah Bloom Raskin for Vice Chair of Supervision at the Federal Reserve: How Her Confirmation May Affect Climate-Related Banking Regulations

On February 3, 2022, the U.S. Senate Committee on Banking, Housing, and Urban Affairs (the “Committee”) considered President Biden’s nomination of Sarah Bloom Raskin for Vice Chair for Supervision and a Member of the Board of…more

Administrative Agencies, Administrative Appointments, Biden Administration, Federal Reserve, Financial Institutions

See all updates »

Western Governments Impose Range of New Russia Sanctions with Focus on Sanctions Evaders

The U.S., EU and UK have imposed significant new sanctions and are stepping up enforcement against sanctions evaders on the second anniversary of Russia’s full-scale invasion of Ukraine. On February 23, 2024, the U.S…more

Economic Sanctions, EU, Foreign Policy, Foreign Relations, Foreign Trade Regulations

See all updates »

Shadow Trading Expands Potential Insider Trading Liability in S.E.C. v. Panuwat

Insider trading generally refers to the trading of a company’s security based upon material non-public information (“MNPI”) about that company. But a recent litigation victory by the U.S. Securities and Exchange Commission…more

Confidential Information, Insider Trading, Liability, Material Nonpublic Information, Securities and Exchange Commission (SEC)

See all updates »

August Changes to Fund Distribution in the EEA

This week sees the introduction of significant changes to the rules and regulations governing the marketing of alternative investment funds (“AIFs”) to investors in the Member States of the European Economic Area (the “EEA”)…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, Asset Management, Cross-Border

See all updates »

DOJ Pilot Program Incentivizes Clawbacks and Instructs Corporations to Preserve Business Communications on Employees’ Personal Devices

On March 3, 2023 the Department of Justice (“DOJ”) announced its Compensation Incentives and Clawbacks pilot program (the “Program”), which will become effective March 15, 2023. Consistent with Deputy Attorney General Lisa…more

Clawbacks, Criminal Prosecution, Department of Justice (DOJ), Incentives, Pilot Programs

See all updates »

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims…more

False Statements, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Rule 10b-5

See all updates »

Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

See all updates »

SEC Approves Nasdaq’s Proposed Rule Changes to Increase Corporate Board Diversity

On August 6, 2021, the Securities and Exchange Commission (“SEC”) issued an order approving proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) to adopt listing rules related to board diversity. …more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), LGBTQ

See all updates »

Intellectual Property Law: Looking Forward to 2023

With the continuing advancements of cutting-edge technologies — such as genome editing (CRISPR) and Non-Fungible Tokens (NFTs) — U.S. courts will have a full docket of challenging IP cases throughout 2023. Below are some of the…more

Certiorari, Copyright, Corporate Counsel, Fair Use, Fine Art

See all updates »

FERC Addresses Effects of Tax Cuts on Jurisdictional Rates and Disallows Income Tax Component in MLP-Owned Partnership Pipeline Cost-of-Service Rates

On March 15, 2018, the Federal Energy Regulatory Commission (“FERC”) issued an order on remand disallowing an income tax component in cost-of-service rates charged by an interstate oil pipeline owned by a master limited…more

Corporate Taxes, Energy Sector, FERC, Income Taxes, Master Limited Partnerships

See all updates »

A Quick Take on a Sudden Change in the Banking Landscape

A lot of ink has been spilled in the last 72 hours regarding the historic developments involving Silicon Valley Bank and Signature Bank. Our quick summary of the facts and law is below. Cadwalader will continue to monitor these…more

Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions, FDIC

See all updates »

Continuation Play June 2023 - FFF Sovereign Immunity Series – Part XI: Texas Toast

After leaving South Dakota and taking on a full tank of gas in Tennessee last week, today we have our biggest prize in our 50-state road trip of sovereign immunity: Texas. It’s our luck to be your driver for this leg of the…more

Borrowers, Credit Agreements, Financial Services Industry, Financing, Investment Funds

See all updates »

The Federal Circuit’s Polaris Decision Provides Insights Into The Constitutionality Of Inter Partes Reviews

Follow-Up to Polaris Innovations Ltd. v. Kingston Technology Company, Inc. As previously reported here, Judges Reyna, Hughes, and Wallach ordered additional briefing in Polaris Innovations Ltd. v. Kingston Technology…more

Administrative Patent Judges, Appointments Clause, Constitutional Challenges, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board

See all updates »

State Legislative Developments: Oklahoma and West Virginia

On March 21, 2023 the Oklahoma House of Representatives passed House Bill 2547, which claims to be “designed to continue protections of state pension funds from strategies that would be harmful to the state’s energy industry.”…more

Climate Change, Divestment, Environmental Social & Governance (ESG), Financial Institutions, Oil & Gas

See all updates »

Ex Parte Appointment of a Receiver Confirmed

The New York County Supreme Court recently held that in the event of foreclosure, a receiver can be appointed, regardless of necessity, when the parties have contracted for such appointment. 24 West 57 APF LLC (“Defendant”)…more

Borrowers, Contract Terms, Court-Appointed Receivers, CPLR, Ex Parte

See all updates »

Australia Regulator Initiates Greenwashing Suit Against Active Super Over ESG Investing Claims

On August 10, 2023, the Australian Securities and Investments Commission (ASIC) announced its third civil penalty proceeding this year for greenwashing against LGSS Pty Limited, which is trustee for superannuation fund Local…more

ASIC, Australia, Climate Action Plan, Climate Change, Corporate Social Responsibility

See all updates »

NAV Unrestricted - April 2022 | Issue No. 170 - Considerations in NAV Transactions When Collateral Includes Transfer-Restricted Assets

Net Asset Value (“NAV”) transactions, where a debtor pledges its downstream assets to secure a financing, can involve a wide variety of potential collateral. In some NAV transactions, the assets to be pledged to secure the…more

Asset Management, Downstream Agreements, Financing, Investment, Investment Funds

See all updates »

Keying in on the Holidays December 2023 - Missing Persons

When an investor chooses a private equity fund, it is a calculated gamble on that fund’s general partner and more specifically its managing principals and the members of the investment team (the “Key Persons”). The Key Persons…more

Financing, Investment, Investment Funds, Investment Management, Investors

See all updates »

SEC Adopts Rule Amendments Designed to Expand Access to Private Investment Opportunities

On August 26, 2020, by a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted rule changes that generally expand the scope of the definitions of “accredited investor” in Rule 501(a) of Regulation D and of…more

Accredited Investors, Asset Management, Financial Regulatory Reform, Investment Opportunities, Private Funds

See all updates »

COVID-19 Update: Can’t Lose What You Never Had: New York State Court Rejects Argument that a Pledge of the Equity Interests in an Entity that Owns Real Property Requires Foreclosure under RPAPL Article 13

During the COVID-19 pandemic, New York State courts have granted a number of preliminary injunctions enjoining UCC foreclosures for a period of time.  For example, in D2 Mark LLC vs. Orei VI Investments LLC and Shelbourne BRF…more

Coronavirus/COVID-19, Foreclosure, Infectious Diseases, Mortgages, Preliminary Injunctions

See all updates »

SEC Adopts Amendments to Modernize Risk Factor Disclosure Requirements

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) announced the adoption of amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required…more

Corporate Governance, Disclosure Requirements, Financial Regulatory Reform, Publicly-Traded Companies, Regulation S-K

See all updates »

SEC Adopts Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) finalized and adopted rules on climate-related disclosures for public companies, including foreign private issuers, that are less onerous than the…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Finance Frontiers February 2024 - Writing to Reach You – Investor Letters and Subscription Facilities

While Chris van Heerden’s recent article gave some cause for optimism over the fundraising environment for 2024, for now on the ground we are continuing to see significantly longer lead times before funds hit their target size,…more

Capital Raising, Financing, Investment, Investment Funds, Investors

See all updates »

U.S. Firms Continue to Face Liability for Terrorist Attacks under the Antiterrorism Act

Last year, a group of U.S. military veterans and the relatives of troops killed in Iraq filed a lawsuit against several large international pharmaceuticals, accusing them of aiding and abetting terrorism by selling products to…more

AML/CFT, Antiterrorism Act, Banking Sector, BSA/AML, Corporate Liability

See all updates »

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims…more

False Statements, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Rule 10b-5

See all updates »

The Consolidated Appropriations Act of 2021

Business Tax Provisions - About-Face on Deductibility of PPP Expenses. The CAA overrules the IRS’s previous guidance denying the deductibility of expenses relating to forgiven PPP loans…more

CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), Federal Loans

See all updates »

Government response to consultation on Building Safety Levy suggests it may not just apply to ‘higher-risk buildings’ in England

In this article, we discuss the key findings from the UK government’s response to the consultation on its new powers to impose a ‘Building Safety Levy’ (“Levy”) under the Building Safety Act 2022 (“BSA 2022”)…more

Building Codes, Building Standards, Construction Disputes, Construction Project, Financing

See all updates »

FTC Sues to Block Lockheed’s Proposed Acquisition of Aerojet Rocketdyne in Milestone Defense Industry Vertical Challenge

The Federal Trade Commission (“FTC”) filed suit yesterday to block Lockheed Martin Corporation’s proposed $4.4 billion acquisition of Aerojet Rocketdyne Holdings Inc., announced back in December 2020. Aerojet, the last…more

Acquisition Agreements, Anti-Competitive, Antitrust Violations, Competition, Corporate Counsel

See all updates »

ESG in Fund Finance: The Next Phase April 2024 - ESG in Fund Finance

In the first of our series “ESG in Fund Finance” articles, we summarise and examine the recent publication “A Guide to the Application of Sustainability-linked Loan Principles in Fund Finance”…more

Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry, Investment Funds, Loans

See all updates »

The Changes Continue | February 2021 | Issue No., 21Ch-Ch-Ch-Changes: NY Commercial Landlords’ Duty to Mitigate

The fluidity of New York’s legal landscape continues to accelerate in the wake of the pandemic. Proposed legislation in New York may disrupt long-established law that commercial landlords do not have a duty to mitigate their…more

Commercial Leases, Commercial Tenants, Contract Terms, Damages, Landlords

See all updates »

Should I Stay or Should I Go: Second Circuit Holds that Mortgagee Violated Automatic Stay by Foreclosing on Property where Bankrupt Tenant was a Named Defendant

On July 6, 2022, the Court of Appeals for the Second Circuit decided In Re: Eileen Fogarty, holding that a mortgagee violated the automatic stay imposed when a tenant filed bankruptcy by proceeding with a foreclosure sale that…more

Automatic Stay, Bankruptcy Code, Bankruptcy Court, Consumer Bankruptcy, Foreclosure

See all updates »

On the Side February 2023 | Issue No. 209 - FFF Sovereign Immunity Series – Part V

We are back today to continue along with our tasting menu of state sovereign immunity. In our fifth installment in the series, we will visit Massachusetts, Michigan, Minnesota, Mississippi and Missouri. If you are new to the FFF…more

Contract Disputes, Financing, Investment, Investment Funds, Sovereign Immunity

See all updates »

Marketplace Lending Update #7: This and That

There have been a handful of recent marketplace lending developments that indicate that the legal uncertainties in the post-Madden world are not going away anytime soon…more

Consumer Financial Products, FDIC, Financial Services Industry, FinTech, Fintech Charter

See all updates »

SEC Adopts Extensive New Rules for Investment Advisers to “Private Funds,” but Excludes CLOs and Other “Securitized Asset Funds” from Those Rules

In February 2022, the Securities and Exchange Commission (the “SEC” or the “Commission”) proposed sweeping new regulatory requirements under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) for investment…more

Books & Records, Collateralized Loan Obligations, Financial Services Industry, Investment Adviser, Investment Advisers Act of 1940

See all updates »

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"), in…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Financial Services Industry, Securitization

See all updates »

Fund Finance – Positive Developments for Sponsors and Investors under Ireland’s Investment Limited Partnership 2.0 Regime

Why is this topic suddenly of interest? Irish Investment Limited Partnerships (“ILPs”) have been around since the introduction of the Investment Limited Partnership Act in 1994 (the “1994 Act”). Due to certain requirements…more

Alternative Investment Funds, Central Bank of Ireland, Financial Regulatory Reform, Investment Funds, Investment Limited Partnership

See all updates »

Hot Topics for 2024

Here are some of our key focus items across Europe and the UK as we enter a New Year.  There are, of course, others, but these represent the most important themes – a regulatory focus on the non-bank credit market, risk…more

Disclosure Requirements, Diversity and Inclusion Standards (D&I), EU, European Commission, European Securities and Markets Authority (ESMA)

See all updates »

My Achy Breaky Default February 2024 - Common Events of Default in Subscription Credit Facilities: How Parties End Up Here, and Recommendations for Avoiding Preventable EODs

Private equity sponsors and their funds benefit from the flexibility of revolving credit facilities and the ability to borrow significant amounts of capital on short notice. But that fast access to liquidity can quickly be…more

Default, Financial Institutions, Financial Services Industry, Financing, Investment Funds

See all updates »

DOJ Pilot Program Incentivizes Clawbacks and Instructs Corporations to Preserve Business Communications on Employees’ Personal Devices

On March 3, 2023 the Department of Justice (“DOJ”) announced its Compensation Incentives and Clawbacks pilot program (the “Program”), which will become effective March 15, 2023. Consistent with Deputy Attorney General Lisa…more

Clawbacks, Criminal Prosecution, Department of Justice (DOJ), Incentives, Pilot Programs

See all updates »

A Tale of Two Continents - European CMBS v U.S. CMBS & CRE CLOs

U.S. CMBS issuance equalled approximately $171 billion during 2018. In the same period, European CMBS issuance equalled approximately €4 billion which, whilst not close to the issuance levels of the U.S. CMBS market, represents…more

CMBS, Collateralized Loan Obligations, EU, Financial Markets, Financial Transactions

See all updates »

Risk Retention for Commercial Mortgage-Backed Securities: Fact Sheet

On October 22, 2014, the federal regulatory agencies responsible for implementing regulations under Dodd-Frank finalized the risk retention rules for ABS transactions, including CMBS transactions. The final rules come more than…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Mortgage-Backed Securities

See all updates »

M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased Activism…more

Corporate Governance, Director Removal, Federal Trade Commission (FTC), Fee-Shifting, Hostile Takeover

See all updates »

Portfolio Purchase Pointers July 2023 - NAV Acquisition Finance for Secondaries Facilities

In the private equity secondaries market, financing is often used to facilitate the purchase of portfolios of interests in private equity funds. These transactions require lenders to underwrite the value of assets that the…more

Corporate Sales Transactions, Credit Facilities, Financial Services Industry, Financing, Investment Funds

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

Delaware Chancery Court Signals Heightened Scrutiny of SPAC Boards and Sponsors

The Delaware Chancery Court has issued a decision with major implications for sponsors and directors of Delaware incorporated special purpose acquisition companies (SPACs).  In re MultiPlan Corp. Stockholders Litigation is a…more

Breach of Duty, Business Plans, Entire Fairness Standard, Fiduciary Duty, Initial Public Offering (IPO)

See all updates »

Bouncing Back - January 2021 | Issue No. 20, You Can Run But You Can’t Hide: The Corporate Transparency Act

In December 2020, as part of the larger National Defense Authorization Act, the Corporate Transparency Act (the “Act”) was enacted. The Act requires that anonymous shell companies, most notably limited liability companies and…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN

See all updates »

Court Finds Corporate Transparency Act Unconstitutional and Unenforceable as to NSBA Members

On March 1, 2024, the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (“CTA”) is unconstitutional. The CTA requires many U.S. entities to disclose their individual beneficial…more

Anti-Corruption, Anti-Money Laundering, Beneficial Owner, Commerce Clause, Congressional Authority

See all updates »

Department of Labor Finalizes Rule Adopting Amendments to the “Investment Duties” Regulation

On October 30, 2020, the U.S. Department of Labor (“DOL”) published its final rule (“Final Rule”) adopting amendments to its longstanding “investment duties” regulation under the Employee Retirement Income Security Act of 1974,…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Environmental Social & Governance (ESG), Fiduciary Duty

See all updates »

U.S. Lawmakers Urge DOJ to Investigate Oil and Gas Companies

On July 25, 2023, Representative Ted Lieu and 19 other Democratic lawmakers from the U.S. House of Representatives and Senate sent a letter to U.S. Attorney General Merrick Garland, requesting that the Department of Justice open…more

Air Pollution, Carbon Emissions, Climate Action Plan, Climate Change, Department of Justice (DOJ)

See all updates »

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims…more

False Statements, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Rule 10b-5

See all updates »

SEC Adopts Rule Amendments Designed to Expand Access to Private Investment Opportunities

On August 26, 2020, by a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted rule changes that generally expand the scope of the definitions of “accredited investor” in Rule 501(a) of Regulation D and of…more

Accredited Investors, Asset Management, Financial Regulatory Reform, Investment Opportunities, Private Funds

See all updates »

Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Final Rules, Securitization Market

See all updates »

Game On August 2023 - Participation Trophies: Documenting and Negotiating Loan Participations

As the secondaries market continues to grow and increase in complexity, we have noticed an uptick in interest among our clients in selling (and buying) loan participations. Participation arrangements can be a powerful tool for…more

Borrowers, Financial Institutions, Investment Funds, Lenders, Loan Agreements

See all updates »

No Celebrations - March 2022 - Navigating the Latest on Russia Sanctions – A Perspective from European Real Estate Financing

It’s been just over a month since Russia launched its invasion of Ukraine, and, along with the atrocities of the war hitting the headlines, a whole host of countries, led by the United States, United Kingdom and European Union,…more

Economic Sanctions, EU, Financial Services Industry, Financing, Military Conflict

See all updates »

EU Securitisation Regulation Disclosure Templates Published in the EU Official Journal

I.      Introduction - The Securitisation Regulation applies to securitisations, the securities of which are issued (or where no securities are issued, the securitisation positions of which are created) on or after 1 January…more

EU, European Securities and Markets Authority (ESMA), RTS, Securitization, Special Purpose Entities

See all updates »

Views and News - February 2022 | Issue No. 161 - FFF Travels to the Channel Islands: An Introduction to Jersey and Guernsey

Cadwalader has recently seen a growth in the number of funds formed in Jersey and Guernsey that are party to subscription and NAV facilities. Trent Lindsay and Cassandra Best spoke with Julia Keppe, Senior Counsel at Walkers in…more

Capital Markets, Cayman Islands, Financial Services Industry, Financing, Investment Funds

See all updates »

EU Securitisation Regulation Disclosure Templates Published in the EU Official Journal

I.      Introduction - The Securitisation Regulation applies to securitisations, the securities of which are issued (or where no securities are issued, the securitisation positions of which are created) on or after 1 January…more

EU, European Securities and Markets Authority (ESMA), RTS, Securitization, Special Purpose Entities

See all updates »

Government response to consultation on Building Safety Levy suggests it may not just apply to ‘higher-risk buildings’ in England

In this article, we discuss the key findings from the UK government’s response to the consultation on its new powers to impose a ‘Building Safety Levy’ (“Levy”) under the Building Safety Act 2022 (“BSA 2022”)…more

Building Codes, Building Standards, Construction Disputes, Construction Project, Financing

See all updates »

Let the Games Begin July 2021 | Issue No. 136 - Revlon: It’s Worth a Double Take (Part II: Borrower Considerations)

In last week’s edition of FFF, we discussed the Revlon case involving an erroneous payment by an administrative agent to the syndicate lenders, which is currently up on appeal before the Second Circuit Court of Appeals…more

Borrowers, Contract Terms, Credit Agreements, Financial Services Industry, Financial Transactions

See all updates »

ISDA Publishes Tokenized Collateral Model Provisions for ISDA 2016 Credit Support Annexes for Variation Margin (VM)

On December 20, ISDA published the tokenized collateral model provisions for inclusion in ISDA 2016 Credit Support Annexes for Variation Margin (VM) (the “Model Provisions”).  The Model Provisions comprise two sets of…more

Blockchain, Credit Support Annex (CSA), Digital Assets, Distributed Ledger Technology (DLT), ISDA

See all updates »

The ESG Factor, January 2022 - One of These Things Is Not Like the Other: New York State Court Upholds Commercial Reasonableness of Mezzanine Sale

On November 10, 2021, the owner of the State Street Financial Center in Boston, Massachusetts defaulted on its debt, consisting of a mortgage loan in the amount of $535,000,000 and three mezzanine loans in the aggregate amount…more

Borrowers, Collateral, Default, Environmental Social & Governance (ESG), Foreclosure

See all updates »

Antitrust Risks of ESG Initiatives: Rhetoric vs. Reality

Recently, there have been rumblings of antitrust enforcement in response to the increasing prominence of corporate policies furthering environmental, social and governance (‘ESG’) goals. The ESG moniker has been used as…more

Antitrust Provisions, Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG), Risk Mitigation

See all updates »

Blurring the Lines: Dolan v. Altice Demonstrates the Potentially Unexpected and Significant Impact that “Boilerplate” Provisions Can Have on Merger Agreement Interpretation

In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and…more

Boilerplate Language, Business Plans, Cablevision, Contract Drafting, Contract Negotiations

See all updates »

Further Delays in the Expected Application Date of the Disclosure Templates for EU Securitisation Reporting

This memorandum provides an update regarding the further delay in the application of the transparency regulatory technical standards (“RTS”) (which include the new reporting templates) under the EU Securitisation Regulation…more

EU, European Commission, European Securities and Markets Authority (ESMA), Regulation Technical Standards (RTS), Regulatory Agenda

See all updates »

Marketplace Lending Update #6: Is the Fintech Charter the Solution? Don’t Bank on It

Many have believed that the national bank “fintech charter” is an ideal solution to providing marketplace consumer loans on a 50-state basis…more

Bank Holding Company Act, Consumer Financial Products, Financial Services Industry, FinTech, National Bank Act

See all updates »

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims…more

False Statements, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Rule 10b-5

See all updates »

Groundbreaking and Informative – CFTC’s KuCoin Complaint

On March 26, 2024, the U.S. Commodity Futures Trading Commission (“CFTC”) filed a complaint (the “Complaint”) in the U.S. District Court for the Southern District of New York (“SDNY”) for injunctive and other relief against…more

BSA/AML, CFTC, Commodities, Commodity Exchange Act (CEA), Crypto Exchanges

See all updates »

KYC – “Know Your Customer,” or Agent, or Financial Institution, to Qualify for the Bankruptcy Code Safe Harbors

Parties structuring certain financial transactions to comply with the Bankruptcy Code safe harbor provisions, including protections from the avoidance powers in Section 548 of the Bankruptcy Code, must be cognizant of recent…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Financial Institutions, Financial Transactions

See all updates »

FinCEN’s Proposed Rulemaking: Enhancing Transparency in Residential Real Estate

While many Americans are struggling to achieve the dream of homeownership, there are criminals that abuse the housing market for financial gain. To avoid the scrutiny of financial institutions that have anti-money laundering…more

AML/CFT, Anti-Money Laundering, Banks, BSA/AML, Cash Transactions

See all updates »

Delaware Court of Chancery Confirms Market-Based Factors Constitute the Best Indicators of Fair Value

Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality sale…more

Appraisal, Business Valuations, Corporate Sales Transactions, Fair Value Standard, Selling a Business

See all updates »

New Year, New Opportunities - January 2023 | Issue No. 206 - FFA Miami Symposium Update

The Fund Finance Association is excited to welcome attendees to the 12th Annual Global Fund Finance Symposium, which is rapidly approaching on February 8-10 at the Fontainebleau Hotel in Miami, Florida. We are pleased to…more

Balance Sheets, Borrowers, Credit Agreements, Financial Services Industry, Financing

See all updates »

Unlocking Sustainability-Linked Loans (UPDATED)

On February 23, 2023, the Loan Market Association (LMA), Loan Syndications and Trading Association (LSTA) and the Asia Pacific Loan Market Association (APLMA) published updates to the Sustainability-Linked Loan Principles (SLLP)…more

Environmental Social & Governance (ESG), Green Finance, Green Loans, Loan Market Association, Loan Syndication and Trading Association (LSTA)

See all updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

See all updates »

SEC Adopts Final Rules for Disclosure of Hedging Policies

The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)…more

CD&A, Disclosure Requirements, Dodd-Frank, Final Rules, Financial Transactions

See all updates »

Code Update: Get Ready March 2023 | Issue No. 214 - New UCC Article 12 Matters to More than Just Cryptocurrency

After being approved by its drafting committees last summer, a new article to the Uniform Commercial Code is now making its way through state legislatures for enactment. Because the new Article 12 and its related code amendments…more

Borrowers, Financial Regulatory Reform, Financing, Investment Funds, Lenders

See all updates »

In Depth: A Perfection Problem with a Hidden Solution

Most U.S. lenders are familiar with the need to file a Uniform Commercial Code financing statement to perfect a security interest in collateral. Most lenders are also aware that financing statements must be updated if the debtor…more

Conversion, Debtors, Financial Statements, Lenders, Perfected Security Interest

See all updates »

Sjunde AP-Fonden v. Activision Blizzard Inc.: What May be Common May not be Right

In another impactful decision, the Delaware Court of Chancery in Sjunde AP-Fonden v. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that the…more

Activision, Contract Terms, Delaware General Corporation Law, Merger Agreements, Microsoft

See all updates »

Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Final Rules, Securitization Market

See all updates »

What You Should Know Up Front July 2023 - Considerations for Administrative Agents ‘Fronting’ Funds

When a borrower submits a request for borrowing in a syndicated credit facility, each lender in the lending group is generally obligated to make its pro rata share of the borrowing available to the administrative agent by a…more

Borrowers, Consumer Financial Products, Credit Agreements, Financial Services Industry, Lenders

See all updates »

FDIC Director McKernan Discusses Basel III Endgame

This week, Federal Deposit Insurance Corporation (“FDIC”) Director Jonathan McKernan gave remarks to the ISDA Conference on Trading Book Capital on Basel III Implementation…more

Banks, Basel III, Federal Reserve, Financial Institutions, Financial Instruments

See all updates »

Proposed Federal Cybersecurity Regulations for Financial Institutions Face an Uncertain Future

Last year’s proposed comprehensive framework for cybersecurity rules for large financial institutions is suddenly facing an uncertain future. With the comment period having closed as of February 2017, the framework was facing…more

Advanced Notice of Proposed Rulemaking (ANPRM), Cyber Attacks, Cybersecurity, Cybersecurity Framework, Deregulation

See all updates »

The Court of Appeal Judgment in the Adler Restructuring Plan: Pari Passu is Back!

On 23 January the Court of Appeal unanimously overturned the High Court’s decision to sanction Adler’s restructuring plan, following a successful challenge from an ad hoc committee of noteholders (the AHG). The judgment is the…more

Commercial Bankruptcy, Creditors, Debtors, Pari Passu, Restructuring

See all updates »

Financial Kaleidoscope October 2023 - Fed Issues FAQs Clarifying That Credit-Linked Notes Can Serve as Valid Capital Relief Tools for U.S. Banks

On September 28, the Federal Reserve Board (“FRB”) posted three new FAQs to its website regarding Regulation Q (Capital Adequacy of Bank Holding Companies, Savings and Loan Holding Companies, and State Member Banks). The FAQ…more

Banks, Consumer Financial Products, Federal Reserve, Financial Institutions, FRB

See all updates »

FCA’s Consultation Paper

Since 3 January 2018, firms that provide portfolio management or investment advice on an independent basis must pay for the research they obtain, either by absorbing the cost of the research themselves or by passing on that…more

Asset Management, Financial Conduct Authority (FCA), Investment Management, MiFID II, Portfolio Managers

See all updates »

Sjunde AP-Fonden v. Activision Blizzard Inc.: What May be Common May not be Right

In another impactful decision, the Delaware Court of Chancery in Sjunde AP-Fonden v. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that the…more

Activision, Contract Terms, Delaware General Corporation Law, Merger Agreements, Microsoft

See all updates »

Missing Miami March 1, 2024 - 13 Takeaways From Miami

More than 1,800 industry players attended the 13th annual Global Fund Finance Symposium that wrapped up yesterday afternoon at the Fontainebleau in Miami Beach. There was a lot to talk about in terms of market evolution through…more

Banking Regulators, Banking Sector, Banks, Basel III, Capital Markets

See all updates »

Antitrust Enforcement Mid-Year 2023 Review

The year 2023 is proving to be a milestone year for antitrust enforcement.  Less so for novel cases and investigations and more so for the generational changes being proposed by the enforcement authorities for merger analysis,…more

Anti-Competitive, Antitrust Provisions, Competition, Corporate Counsel, Department of Justice (DOJ)

See all updates »

Executive Order on Ensuring Responsible Development of Digital Assets: The Intersection of Climate Change and Cryptocurrencies

On March 9, 2022, President Biden issued an Executive Order on Ensuring Responsible Development of Digital Assets (the “Executive Order”) that sets in motion a “whole-of-government” strategy to address the impacts of the rise of…more

Biden Administration, Bitcoin, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets

See all updates »

U.S. District Court Confirms FTC Authority To Regulate Corporate Data Security Practices

On April 7, 2014, Judge Esther Salas of the U.S. District Court for the District of New Jersey denied the first ever motion to dismiss filed in Federal court that challenged the authority of the Federal Trade Commission (“the…more

Cybersecurity, Data Protection, Federal Trade Commission (FTC), Financial Regulatory Reform, FTC Act

See all updates »

Teaming Up for Term Loans February 2024 - Term Loan Market Update

About a year ago, we published “Term Loan Solutions in Fund Finance,” which ended up being a popular article on Fund Finance Friday. Since then we have seen lenders, sponsors, law firms and rating agencies become more interested…more

Credit Agreements, Financial Institutions, Financial Services Industry, Financing, Investment

See all updates »

ESG Enforcement Watch: SEC Files Fraud Complaint against Brazilian Miner, Vale, over False Safety Claims prior to Environmental Disaster

Summary - In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that…more

Corporate Governance, Disclosure Requirements, Enforcement Actions, Environmental Social & Governance (ESG), False Statements

See all updates »

Final Regulations on Expanded Authority of CFIUS to Review Foreign Investor Transactions Go into Effect

Eighteen months after President Trump signed the Foreign Investment Risk Review Modernization Act (“FIRRMA”) which broadened the power of the Committee on Foreign Investment in the United States (“CFIUS”) to review foreign…more

CFIUS, Corporate Counsel, Covered Transactions, Critical Infrastructure Sectors, Cross-Border Transactions

See all updates »

The FCA Consults on UK’s Investor Protection Rules for SPACs

Until the last month, the market in the U.S. for special purpose acquisition company (“SPAC”) IPOs has been booming. For example, in the first three months of 2021, there were 298 IPOs of U.S. SPACs, which raised in aggregate…more

Capital Markets, Capital Raising, Initial Public Offering (IPO), Investment, Special Purpose Acquisition Companies (SPACs)

See all updates »

Marketplace Lending Update #4: Litigation Mounts to New Highs in Colorado – Securitizations under Attack

On November 30, 2018, the Administrator of the Colorado Uniform Consumer Credit Code (the “Administrator”) took Colorado’s longstanding litigation against marketplace lenders Avant and Marlette to a new level, adding as…more

Amended Complaints, Banks, Consumer Financial Products, Consumer Lenders, Interest Rates

See all updates »

Under Control March 2024 - How to Address Your Control Issues

One of the important components of the collateral package for a subscription finance facility is the lender’s perfected security interest in the fund’s bank deposit account into which the actual cash constituting the proceeds of…more

Anti-Money Laundering, Bank Accounts, Collateral, Financial Institutions, Financial Services Industry

See all updates »

Ex Parte Appointment of a Receiver Confirmed

The New York County Supreme Court recently held that in the event of foreclosure, a receiver can be appointed, regardless of necessity, when the parties have contracted for such appointment. 24 West 57 APF LLC (“Defendant”)…more

Borrowers, Contract Terms, Court-Appointed Receivers, CPLR, Ex Parte

See all updates »

What’s in a Name? Court Holds That Despite Its Title, a Security Agreement Also Subordinated Junior Creditor’s Rights to Payment

On October 29, 2021, Judge Laura Taylor Swain, the presiding judge in the Puerto Rico bankruptcy case, ruled that approximately $2 billion in intragovernmental loan claims were subordinated to bonds issued by the Puerto Rico…more

Bonds, Commercial Bankruptcy, Contract Terms, Loan Agreements, Puerto Rico

See all updates »

Welcome to 2024: CWT’s European Fund Finance Market Insights - 2024 European Fund Finance Market Predictions

The year 2023 presented the fund finance industry with many challenges that it rose to face with an inventiveness and rigour that showed just how mature and multi-faceted the market has become. At Cadwalader in London we saw…more

Borrowers, Credit Agreements, Credit Facilities, EU, Financing

See all updates »

Celsius Earn Depositors May Be Left Cold by Crypto Ownership Ruling

The “crypto winter” of 2022 brought a bear market and a recent wave of bankruptcies to the crypto industry, leaving some retail customers of crypto exchanges frozen out of their accounts.  As the bankruptcy filings mounted from…more

Commercial Bankruptcy, Contract Terms, Corporate Counsel, Crypto Exchanges, Cryptoassets

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

UK Government Confirms EEA UCITS Equivalent Under Overseas Funds Regime

To address the limitations of the current temporary marketing permission regime (“TMPR”), which permits EEA funds marketed in the UK before Brexit to continue to access the UK market, the UK government introduced the overseas…more

European Economic Area (EEA), Investment Funds, UCITS, UK, UK Brexit

See all updates »

Unclogging the Equity of Redemption Without "DRANO": Recent New York State Decision Sheds Light on Mortgage Loans Additionally Secured by Equity Pledges

On June 19, 2018, in HH Cincinnati Textile L.P. v. Acres Capital Servicing LLC, the Supreme Court of the State of New York refused to issue a preliminary injunction to prevent the foreclosure sale of the equity interests in two…more

Commercial Mortgages, Corporate Finance, Equity, Foreclosure Sales, Mezzanine Lenders

See all updates »

Blockers and Tackling

Blocker entities are a common part of private equity fund structures. In many cases, blockers are used to insulate foreign and tax-exempt investors from direct tax liability in the fund’s home jurisdiction. Blockers are…more

Blocker Corporations, Borrowers, Capital Contributions, Feeder Funds, Investment Management

See all updates »

Turning to '22 - December 2021 - Looking Back, Looking Ahead: A U.S. Perspective

As we all know, 2021 has been a big comeback year in the real estate industry following the unprecedented COVID-driven challenges of 2020. There are still fundamental changes occurring – using a real estate metaphor, both at the…more

Hospitality Industry, Industrial Space, Office Space, Real Estate Investments, Real Estate Market

See all updates »

Liquidity Management, Loan Origination and Credit Funds under AIFMD II

I. Background and Scope - On 7 February 2024, the European Union adopted a final text amending the AIFMD and UCITS directives (AIFMD II). This memo considers what are entirely novel requirements attaching to liquidity…more

Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, Consumer Financial Products, EU, European Economic Area (EEA)

See all updates »

IIGCC Publishes Net Zero Standard for Oil and Gas Sector

On April 18, 2023, the Institutional Investors Group on Climate Change (IIGCC) published a “Net Zero Standard for Oil & Gas.” Development of the Standard follows a two-year collaborative process led by IIGCC with support from…more

Biofuel, Carbon Emissions, Climate Action Plan, Climate Change, Energy Reform

See all updates »

Shining a Light on “Security-Lite” March 2024 - Shining a Light on European “Security-Lite” Financings

NAV facilities come in all shapes and sizes and, unlike subscription facilities, there is no standardised collateral package for these kinds of transactions. In the European market, many lenders - particularly investment banks -…more

Banks, Borrowers, Change of Control, Due Diligence, EU

See all updates »

Fund Finance – Positive Developments for Sponsors and Investors under Ireland’s Investment Limited Partnership 2.0 Regime

Why is this topic suddenly of interest? Irish Investment Limited Partnerships (“ILPs”) have been around since the introduction of the Investment Limited Partnership Act in 1994 (the “1994 Act”). Due to certain requirements…more

Alternative Investment Funds, Central Bank of Ireland, Financial Regulatory Reform, Investment Funds, Investment Limited Partnership

See all updates »

Breaking Up Is Hard to Do: Partition and Possible Land Mines (or What to ‘Mind’) for Lenders and Tenants-in-Common

Can you play nice and share a piece of real estate? Sharing is hard enough, but imagine jointly owning an investment property with your brother when he decides that he would like to sell and then retire in Hawaii. While your…more

Common Ownership, Financial Services Industry, Financing, Joint Tenancy, Lenders

See all updates »

SBICs – A Tradition (Mostly) Unlike Any Other? April 2024 - Revised SBA Rules Move Cap Call Lending Closer, But Still a Bridge Too Far?

When the U.S. Small Business Administration’s (“SBA’s”) revised rules for its Small Business Investment Company (“SBIC”) program went into effect last August, it looked like a greenfield market for capital call financing had…more

Financial Services Industry, Investment, Lenders, Loans, SBA

See all updates »

ABCD ... ROFR and SLL June 2022 - The Strengths of Rights of First Refusal

On March 30, 2022, the New York State Supreme Court, New York County (the “Court”) decided in Times Square JV LLC v. Walber Broadway LLC that a ground lease-tenant that is in default under the ground lease for failure to pay the…more

Breach of Contract, Commercial Leases, Contract Terms, Failure To Pay, Ground Leases

See all updates »

SEC Commissioner Signals Need to Fulfill Mandate of Sarbanes-Oxley Act and Develop “Minimum Standards” for Lawyers Practicing Before the Commission

In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled…more

Administrative Proceedings, Regulatory Reform, Rules of Professional Conduct, Sarbanes-Oxley, SEC Commissioner

See all updates »

Corporate Governance Litigation & Regulation: A Periodic Review and Predictions for the Remainder of 2019

Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate…more

AOL, Appraisal, Books & Records, Bylaws, CBS

See all updates »

Welcome to 2024: CWT’s European Fund Finance Market Insights - 2024 European Fund Finance Market Predictions

The year 2023 presented the fund finance industry with many challenges that it rose to face with an inventiveness and rigour that showed just how mature and multi-faceted the market has become. At Cadwalader in London we saw…more

Borrowers, Credit Agreements, Credit Facilities, EU, Financing

See all updates »

Delaware Chancery Court Signals Heightened Scrutiny of SPAC Boards and Sponsors

The Delaware Chancery Court has issued a decision with major implications for sponsors and directors of Delaware incorporated special purpose acquisition companies (SPACs).  In re MultiPlan Corp. Stockholders Litigation is a…more

Breach of Duty, Business Plans, Entire Fairness Standard, Fiduciary Duty, Initial Public Offering (IPO)

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

Shining a Light on “Security-Lite” March 2024 - Shining a Light on European “Security-Lite” Financings

NAV facilities come in all shapes and sizes and, unlike subscription facilities, there is no standardised collateral package for these kinds of transactions. In the European market, many lenders - particularly investment banks -…more

Banks, Borrowers, Change of Control, Due Diligence, EU

See all updates »

Shadow Trading Expands Potential Insider Trading Liability in S.E.C. v. Panuwat

Insider trading generally refers to the trading of a company’s security based upon material non-public information (“MNPI”) about that company. But a recent litigation victory by the U.S. Securities and Exchange Commission…more

Confidential Information, Insider Trading, Liability, Material Nonpublic Information, Securities and Exchange Commission (SEC)

See all updates »

The Court of Appeal Judgment in the Adler Restructuring Plan: Pari Passu is Back!

On 23 January the Court of Appeal unanimously overturned the High Court’s decision to sanction Adler’s restructuring plan, following a successful challenge from an ad hoc committee of noteholders (the AHG). The judgment is the…more

Commercial Bankruptcy, Creditors, Debtors, Pari Passu, Restructuring

See all updates »

The Devil Is in the Detail - January 2022 | Issue No. 158 - De-mystifying Luxembourg Fund Structures

The role of the various management/administrative players in a Luxembourg fund structure has become increasingly complicated, so this week Fund Finance Friday took the opportunity to talk with Antoine Fortier Grethen, head of…more

Financial Transactions, Financing, Investment Funds, Lenders, Luxembourg

See all updates »

The Way Forward March 2023 - Lenders Showing Muscle with ‘Flex’

In recent months, as lenders in the fund finance market have been more selective and demand for financing from fund borrowers remains high, we have seen a number of instances of lenders considering the use of and actually…more

Borrowers, Financing, Investment Funds, Lenders, Loans

See all updates »

Give Me Some Credit July 2023 - FFF Sovereign Immunity Series – Part XIII and Wrap-Up

We have come to the final installment of our FFF Sovereign Immunity Series, having covered the 48 other states previously (see the links to the full series here). In this article, we will look at sovereign immunity in Wisconsin…more

Business Litigation, Contract Disputes, Eleventh Amendment, Financing, Government Entities

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

The Federal Circuit’s Polaris Decision Provides Insights Into The Constitutionality Of Inter Partes Reviews

Follow-Up to Polaris Innovations Ltd. v. Kingston Technology Company, Inc. As previously reported here, Judges Reyna, Hughes, and Wallach ordered additional briefing in Polaris Innovations Ltd. v. Kingston Technology…more

Administrative Patent Judges, Appointments Clause, Constitutional Challenges, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board

See all updates »

CRD VI and Its Impact on Lending into Europe

December 2023 saw the publication by the EU of the near-final version of its ‘Banking Package’ that makes significant changes to the Capital Requirements Directive known as ‘CRD VI’. This article is going to focus on the CRD VI…more

Banks, Capital Requirements, Cross-Border Transactions, EU, EU Directive

See all updates »

SEC Adopts Amendments to Modernize Risk Factor Disclosure Requirements

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) announced the adoption of amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required…more

Corporate Governance, Disclosure Requirements, Financial Regulatory Reform, Publicly-Traded Companies, Regulation S-K

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

Continuation Play June 2023 - FFF Sovereign Immunity Series – Part XI: Texas Toast

After leaving South Dakota and taking on a full tank of gas in Tennessee last week, today we have our biggest prize in our 50-state road trip of sovereign immunity: Texas. It’s our luck to be your driver for this leg of the…more

Borrowers, Credit Agreements, Financial Services Industry, Financing, Investment Funds

See all updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

See all updates »

CRD VI and Its Impact on Lending into Europe

December 2023 saw the publication by the EU of the near-final version of its ‘Banking Package’ that makes significant changes to the Capital Requirements Directive known as ‘CRD VI’. This article is going to focus on the CRD VI…more

Banks, Capital Requirements, Cross-Border Transactions, EU, EU Directive

See all updates »

Wire You Foreclosing?

Does a lender have the right to foreclose its mortgage if a payoff of such mortgage is made by wire transfer, but the payment does not make it to the lender’s account? A recent case, heard on appeal by the New York Supreme Court…more

Borrowers, Consumer Financial Products, Financial Institutions, Financial Services Industry, Foreclosure

See all updates »

US Patent Office Launches Green Energy Award

On March 6, 2023, the U.S. Patent and Trademark Office (USPTO) announced the addition of a new category for its Patents for Humanity Awards Program: Green Energy. The Green Energy category accepts any U.S. patent or patent…more

Climate Action Plan, Climate Change, Energy Projects, Green Energy, Innovative Technology

See all updates »

Court Declines to Vacate Environmental Assessment of Dakota Access Pipeline, Permitting Oil to Flow during Remand

On October 11, 2017, the United States District Court for the District of Columbia declined to vacate the U.S. Army Corps of Engineers’ (“Corps”) Environmental Assessment (“EA”) of the Dakota Access Pipeline while the agency…more

Dakota Access Pipeline, Easements, Energy Policy, Energy Projects, Energy Sector

See all updates »

Hargreaves Property: What Does the Latest Decision Mean for UK Withholding Tax?

In many respects, the Upper Tribunal’s decision in Hargreaves Property  will not have surprised tax practitioners as the decision reaffirms best practice considerations around a number of fundamental concepts in relation to UK…more

Corporate Taxes, Double Taxation, International Tax Issues, Tax Liability, Tax Treaty

See all updates »

SEC Adopts Extensive New Rules for Investment Advisers to “Private Funds,” but Excludes CLOs and Other “Securitized Asset Funds” from Those Rules

In February 2022, the Securities and Exchange Commission (the “SEC” or the “Commission”) proposed sweeping new regulatory requirements under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) for investment…more

Books & Records, Collateralized Loan Obligations, Financial Services Industry, Investment Adviser, Investment Advisers Act of 1940

See all updates »

UK Government Outlines Details of New Failure to Prevent Fraud Offence

On 11 April 2023, the UK Government announced that it has introduced a new “failure to prevent fraud” offence by way of an amendment to its draft Economic Crime and Corporate Transparency Bill (the “Economic Crime Bill”). Under…more

Anti-Corruption, Corporate Crimes, Fraud, Legislative Agendas, Proposed Legislation

See all updates »

European Banking Authority Reports on the Role of Environmental and Social Risks in the Prudential Framework

In October 2023, the European Banking Authority (EBA) published a report addressing the need for a comprehensive prudential framework that adequately considers emerging environmental and social risks. The report is a response to…more

Climate Change, Corporate Social Responsibility, Environmental Social & Governance (ESG), EU, European Banking Authority (EBA)

See all updates »

Federal Securities Litigation and Regulation: A Periodic Review and Predictions for the Remainder of 2019

While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal…more

China Agritech Inc v Resh, Class Action, Class Certification, Cyan Inc v Beaver Cty Emps Ret Fund, Cybersecurity

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

Alterations Provisions April 2022 - Alterations Provisions in Loan Documents

In real estate financing, most loan documents restrict a Borrower’s right to alter the collateralized real property. Alterations provisions in loan documents pertain to any alterations, improvements, or demolition of any…more

Banks, Borrowers, Financial Services Industry, Lenders, Loan Documentation

See all updates »

Structured Finance Industry Group Publishes ESG Best Practices for Auto ABS and RMBS Disclosures

In September 2023, the Structured Finance Association (SFA) published its ESG Best Practices for Auto Asset-Backed Securities (ABS) and Residential Mortgage-Backed Securities (RMBS) Disclosures. The industry-wide working group…more

Asset-Backed Securities, Disclosure Requirements, Environmental Social & Governance (ESG), Popular, RMBS

See all updates »

Recent Amendments to English Civil Procedure Help Simplify the Issuance of Contractual Claims Against Foreign Defendants—Service of Process Pursuant to CPR 6.33(2B)

On 6 April 2021, an amendment was introduced to the Civil Procedure Rules 1998 (S.I. 1998/3132) (the “CPR”) at Part 6 concerning service out of the jurisdiction. The change is of interest where at least one or more international…more

Business Litigation, Choice of Court Agreements Treaty, Contract Disputes, Foreign Corporations, Jurisdiction

See all updates »

Third Circuit Affirms Rulings That Distributions to TCEH First Lien Creditors Are Governed by the Bankruptcy Code Rather Than Intercreditor Agreement Waterfall Provision on Enforcement of Collateral Remedies

On June 19, 2019, the United States Court of Appeals for the Third Circuit (the “Third Circuit”) affirmed a ruling of the United States District Court for the District of Delaware (the “District Court”) dismissing challenges by…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Contract Terms

See all updates »

SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules

On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”).  In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G, provide…more

Beneficial Owner, Business Ownership, Corporate Counsel, Derivatives, Final Rules

See all updates »

M&A Update: Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest

In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that Sarissa…more

Board of Directors, Corporate Governance, Oral Contracts, Proxy Contests, Settlement Agreements

See all updates »

European Commission’s Revised Guidance on Market Definition Will Make It Easier to Allege Mergers Will “Significantly Impede Effective Competition”

The European Commission’s (“Commission”) substantially revised Market Definition Notice (“Revised Notice”) will make it significantly easier for it to allege that mergers and other transactions (“mergers”) are likely to…more

Acquisition Agreements, Anti-Corruption, Antitrust Provisions, Competition, Corporate Sales Transactions

See all updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

See all updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

See all updates »

SEC Modernizes the “Names Rule” for Funds

What’s in a name? According to the Securities and Exchange Commission, quite a bit. On September 20, 2023, the SEC adopted amendments to the Investment Company Act of 1940, most notably to the “Names Rule” governing the names of…more

Climate Action Plan, Environmental Social & Governance (ESG), Investment Adviser, Investment Company Act of 1940, Investment Funds

See all updates »

FinCEN’s Final Rule for Beneficial Ownership Reporting Requirements – You Can Run But You Can’t Hide

The Financial Crimes Enforcement Network (“FinCEN”) issued its final rule (“Rule”) to implement reporting requirements for beneficial ownership information on September 30, 2022. The Rule will, among other things, require most…more

Anti-Corruption, Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Final Rules

See all updates »

The Federal Circuit’s Polaris Decision Provides Insights Into The Constitutionality Of Inter Partes Reviews

Follow-Up to Polaris Innovations Ltd. v. Kingston Technology Company, Inc. As previously reported here, Judges Reyna, Hughes, and Wallach ordered additional briefing in Polaris Innovations Ltd. v. Kingston Technology…more

Administrative Patent Judges, Appointments Clause, Constitutional Challenges, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board

See all updates »

Chester, PA Chapter 9 Court Confirms Certain Municipal Financing Techniques, Raises Concerns About Others

On November 3, 2023, the Court in the Chapter 9 bankruptcy case of the City of Chester, Pennsylvania issued its ruling in an adversary proceeding challenging the perfection of the liens securing certain revenue bonds issued by…more

Bankruptcy Code, Financial Statements, Liens, Municipal Bankruptcy, Municipal Bonds

See all updates »

UK Spring Budget 2024

Key Tax Measures The Chancellor of the Exchequer delivered the United Kingdom (“UK”) Spring Budget for 2024 on 8 March, 2024.  The Budget was delivered against the backdrop of an anticipated general election in the summer or…more

Domicile, Film Industry, Financial Institutions, Income Taxes, Independent Films

See all updates »

SEC Adopts Amendments to Management’s Discussion and Analysis and Other Financial Disclosures

On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures…more

Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Financial Regulatory Reform, Financial Statements

See all updates »

Next Steps in the Proposed Replacement of the UK Securitisation Regulation

Background - Following closely behind the consultation paper from the Prudential Regulation Authority (“PRA”) (for more discussion see our briefing of 1 August), the UK’s Financial Conduct Authority (“FCA”) has published its…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Securitization Market, Securitization Standards, UK

See all updates »

FCA’s Supervision Strategy for Benchmark Administrators

On September 8, the UK’s Financial Conduct Authority (“FCA”) published a “Dear CEO” letter setting out its strategy and supervisory priorities for overseeing benchmark administrators under the UK Benchmark Regulations (“UK BMR”)…more

Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Financial Services Industry, Regulatory Reform

See all updates »

Summer's Coming, May 2021 | Issue No. 24 - One Way Out: New York’s One-Action Rule

This article is a brief refresher on the basics of New York’s one-action rule. Following an event of default, typical commercial real estate loan documents give the lender the right to pursue alternative remedies simultaneously,…more

Foreclosure, Lenders, Mortgages, One-Action Rule

See all updates »

SDNY’s Whistleblower Pilot Program: Clarity for Individuals Could Cost Companies

On January 10, 2024, the United States Attorney for the Southern District of New York (SDNY) announced the creation of a Whistleblower Pilot Program (SDNY Whistleblower Program). While SDNY has long incentivized individuals to…more

Cooperation Agreement, Incentives, Non-Prosecution Agreements, State Pilot Programs, Whistleblower Protection Policies

See all updates »

The Consolidated Appropriations Act of 2021

Business Tax Provisions - About-Face on Deductibility of PPP Expenses. The CAA overrules the IRS’s previous guidance denying the deductibility of expenses relating to forgiven PPP loans…more

CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), Federal Loans

See all updates »

Fifth Circuit Bombshell on SEC ALJs Raises Questions about DEA ALJs

In a decision that likely will reverberate throughout the administrative state, a three-judge panel of the United States Court of Appeals for the Fifth Circuit recently held in Jarkesy v. Securities and Exchange Commission that…more

Administrative Hearings, Administrative Law Judge (ALJ), Administrative Procedure, Article II, Constitutional Challenges

See all updates »

Sending a Message: The CFPB's Charges Against TransUnion

For months, Director Rohit Chopra warned that the Consumer Financial Protection Bureau (the “Bureau”) would sharpen its focus on repeat offenders. On April 12, 2022, the Bureau demonstrated its resolve, announcing charges…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Corporate Counsel, Credit Reporting Agencies

See all updates »

Financial Reporting Council Stewardship Code Early Reporting Review

In November 2019, we reported that the UK’s Financial Reporting Council (the “FRC”) had issued a revised Stewardship Code (the “Stewardship Code”) which came into effect from 1 January 2020. The FRC will publish its first list…more

Corporate Governance, Financial Reporting, Financial Reporting Council (FRC), Regulatory Requirements, Reporting Requirements

See all updates »

European Restructuring and Distressed: 2022 in Review

Market overview - Few could have predicted the unexpected twists and turns 2022 would provide.  A year in which the spectre of war came home to haunt Europe…more

Corporate Restructuring, Creditors, Debtors, EU, Insolvency

See all updates »

Department of Energy Streamlines Small-Scale LNG Export Authorizations

The Department of Energy (“DOE”) has announced a final rule that will expedite the approval process for small-scale exports of natural gas…more

Department of Energy (DOE), Energy Policy, Energy Sector, Export Controls, Exports

See all updates »

The Same, Only Better: Eighth Circuit Affirms Peabody Chapter 11 Plan Backstopped Rights Offering Despite Alleged Disparate Creditor Treatment Under Peabody Plan

On August 9, 2019, in a unanimous decision (written by a former bankruptcy judge), the Eighth Circuit Court of Appeals affirmed the confirmation of the Peabody Energy Chapter 11 plan (“Plan”) with a prominent backstopped rights…more

Adversary Proceedings, Appeals, Backstop Agreements, Bankruptcy Code, Bankruptcy Court

See all updates »

The Development of a Bank Regulatory Framework for Fintech and Digital Assets: OCC’s Approval of Full Charter for a Fintech Company Continues the Movement of Fintech within the U.S. Bank Regulatory Perimeter

I.  Introduction - The Office of the Comptroller of the Currency (“OCC”) continues along its cautious course of allowing fintech and digital asset firms into the so-called “regulatory perimeter,” not through any special or…more

Digital Assets, Financial Institutions, Financial Services Industry, FinTech, National Bank Charters

See all updates »

Court of Appeals Decision: Managers of Open-Market CLOs Not Subject to Dodd-Frank Risk Retention

On February 9, 2018, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit unanimously ruled in favor of the Loan Syndications and Trading Association (“LSTA”) in its lawsuit against the…more

Appeals, Asset-Backed Securities, Collateralized Loan Obligations, Dodd-Frank, FRB

See all updates »

Cascading Into Spring March 2024 - Cascading Security

With the increasing complexity of fund structures and the growing prevalence of US Pension Funds in the European market, we have seen an uptick in the number of queries particularly from European banks and funds around how to…more

Employee Retirement Income Security Act (ERISA), Feeder Funds, Fiduciary Duty, Financial Services Industry, Financing

See all updates »

SBICs – A Tradition (Mostly) Unlike Any Other? April 2024 - Revised SBA Rules Move Cap Call Lending Closer, But Still a Bridge Too Far?

When the U.S. Small Business Administration’s (“SBA’s”) revised rules for its Small Business Investment Company (“SBIC”) program went into effect last August, it looked like a greenfield market for capital call financing had…more

Financial Services Industry, Investment, Lenders, Loans, SBA

See all updates »

West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.: An Affirmation of Statutory Board Authority

The Delaware Court of Chancery decided two cases recently that may have a significant impact on future corporate action, in each stressing the need for corporate actors to follow statutory requirements, even when in potential…more

Board of Directors, Controlling Stockholders, Corporate Governance, Corporate Officers, Delaware General Corporation Law

See all updates »

CFTC Issues Proposed Rule to Modify Regulation 4.7 Exemptions

On October 2, 2023, the Commodity Futures Trading Commission (the “Commission” or “CFTC”) published a notice of proposed rulemaking (the “Proposed Rule”) to amend CFTC Regulation 4.7, which provides exemptions to registered…more

CFTC, Comment Period, Commodities, Commodity Pool, Commodity Trading Advisors (CTAs)

See all updates »

Under Control March 2024 - How to Address Your Control Issues

One of the important components of the collateral package for a subscription finance facility is the lender’s perfected security interest in the fund’s bank deposit account into which the actual cash constituting the proceeds of…more

Anti-Money Laundering, Bank Accounts, Collateral, Financial Institutions, Financial Services Industry

See all updates »

Code Update: Get Ready March 2023 | Issue No. 214 - New UCC Article 12 Matters to More than Just Cryptocurrency

After being approved by its drafting committees last summer, a new article to the Uniform Commercial Code is now making its way through state legislatures for enactment. Because the new Article 12 and its related code amendments…more

Borrowers, Financial Regulatory Reform, Financing, Investment Funds, Lenders

See all updates »

The Other Green Scene: Sublines for Evergreen Funds June 16, 2023 - It’s Not Easy Being (Ever)Green

Is evergreen the new black? It may be. Each day new limited partnership agreements come across our desks, sent to us by our bank clients who ask us to read and analyze these documents alongside them to determine the most…more

Financial Services Industry, Financing, Investment, Investment Funds, Lenders

See all updates »

Chester, PA Chapter 9 Court Confirms Certain Municipal Financing Techniques, Raises Concerns About Others

On November 3, 2023, the Court in the Chapter 9 bankruptcy case of the City of Chester, Pennsylvania issued its ruling in an adversary proceeding challenging the perfection of the liens securing certain revenue bonds issued by…more

Bankruptcy Code, Financial Statements, Liens, Municipal Bankruptcy, Municipal Bonds

See all updates »

The Court of Appeal Judgment in the Adler Restructuring Plan: Pari Passu is Back!

On 23 January the Court of Appeal unanimously overturned the High Court’s decision to sanction Adler’s restructuring plan, following a successful challenge from an ad hoc committee of noteholders (the AHG). The judgment is the…more

Commercial Bankruptcy, Creditors, Debtors, Pari Passu, Restructuring

See all updates »

It’s Time for a New Damages Calculation: SDNY Bankruptcy Court Applies the Time Approach to Limit Damages in Lease Terminations

Since 1993, decisions out of the U.S. Bankruptcy Court for the Southern District of New York consistently adopted the aggregate “rent approach” for calculating lease rejection damages in bankruptcy proceedings. But in Bankruptcy…more

Bankruptcy Court, Calculation of Damages, Commercial Bankruptcy, Lease Termination

See all updates »

FTC Sues to Block Lockheed’s Proposed Acquisition of Aerojet Rocketdyne in Milestone Defense Industry Vertical Challenge

The Federal Trade Commission (“FTC”) filed suit yesterday to block Lockheed Martin Corporation’s proposed $4.4 billion acquisition of Aerojet Rocketdyne Holdings Inc., announced back in December 2020. Aerojet, the last…more

Acquisition Agreements, Anti-Competitive, Antitrust Violations, Competition, Corporate Counsel

See all updates »

The Consolidated Appropriations Act of 2021

Business Tax Provisions - About-Face on Deductibility of PPP Expenses. The CAA overrules the IRS’s previous guidance denying the deductibility of expenses relating to forgiven PPP loans…more

CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), Federal Loans

See all updates »

Western Governments Impose Range of New Russia Sanctions with Focus on Sanctions Evaders

The U.S., EU and UK have imposed significant new sanctions and are stepping up enforcement against sanctions evaders on the second anniversary of Russia’s full-scale invasion of Ukraine. On February 23, 2024, the U.S…more

Economic Sanctions, EU, Foreign Policy, Foreign Relations, Foreign Trade Regulations

See all updates »

Benchmarks Beyond January 2024 - 2024 Update on the Cessation of CDOR and SIBOR

As we kick off 2024, the focus on the unavailability of certain benchmarks continues on. To refresh, we have already seen the benchmark for US Dollars generally replaced with the Secured Overnight Financing rate as administered…more

Benchmarks, Canada, Consumer Financial Products, Financial Institutions, Financial Regulatory Reform

See all updates »

SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules

On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”).  In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G, provide…more

Beneficial Owner, Business Ownership, Corporate Counsel, Derivatives, Final Rules

See all updates »

The New Normal? June 2021 - Make Me a Right of Refusal I Can't Refuse

The New York State rule against perpetuities is based on the common law rule and provides that “no estate in property shall be valid unless it must vest, if at all, not later than twenty-one years after one or more lives in…more

Contract Terms, Covenants that Run With the Land, NY Supreme Court, Real Estate Market, Real Estate Transactions

See all updates »

SEC Adopts Final Rules for Disclosure of Hedging Policies

The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)…more

CD&A, Disclosure Requirements, Dodd-Frank, Final Rules, Financial Transactions

See all updates »

US Patent Office Launches Green Energy Award

On March 6, 2023, the U.S. Patent and Trademark Office (USPTO) announced the addition of a new category for its Patents for Humanity Awards Program: Green Energy. The Green Energy category accepts any U.S. patent or patent…more

Climate Action Plan, Climate Change, Energy Projects, Green Energy, Innovative Technology

See all updates »

CRD VI and Its Impact on Lending into Europe

December 2023 saw the publication by the EU of the near-final version of its ‘Banking Package’ that makes significant changes to the Capital Requirements Directive known as ‘CRD VI’. This article is going to focus on the CRD VI…more

Banks, Capital Requirements, Cross-Border Transactions, EU, EU Directive

See all updates »

US Attorneys’ Offices Issue New Voluntary Self-Disclosure Policy As Efforts to Incentivize More Self-Reporting Continue

On February 22, 2023, the United States Attorneys’ Offices (USAO) issued a new Voluntary Self-Disclosure (VSD) Policy, which is effective immediately. The policy follows the revisions announced last month to the Department of…more

Corporate Crimes, Corporate Misconduct, Criminal Liability, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP)

See all updates »

Lessons Learned from Recent OFAC Enforcement Actions

Two recent OFAC enforcement actions highlight real-world challenges that financial institutions and other companies may face in their efforts to implement an effective sanctions compliance program…more

Banks, Economic Sanctions, Enforcement Actions, Financial Institutions, Financial Transactions

See all updates »

Bring On Q4 - September 2021 - Do I Recognize You (Preferred Equity)?

Preferred equity − what is it? The question confounds many who encounter this unique and flexible financing alternative because it generally exhibits features of both debt and equity…more

Equity Investors, Investors, Joint Venture, Loans, Real Estate Investments

See all updates »

US Patent Office Launches Green Energy Award

On March 6, 2023, the U.S. Patent and Trademark Office (USPTO) announced the addition of a new category for its Patents for Humanity Awards Program: Green Energy. The Green Energy category accepts any U.S. patent or patent…more

Climate Action Plan, Climate Change, Energy Projects, Green Energy, Innovative Technology

See all updates »

CFPB Litigation On Fire

The Consumer Financial Protection Bureau (“CFPB”) is engaged in a firestorm of tricky litigation these days. Some highlights, in addition to the Third Circuit’s NCSLT ruling we reported on previously: With respect to the…more

Arbitration Agreements, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Department of Justice (DOJ)

See all updates »

DOJ Casts the FCPA Spotlight on Brazil-Related Enforcement

On May 25, 2021, the U.S. Department of Justice (“DOJ”) unsealed an indictment charging two Austrian citizens, Peter Weinzierl (“Weinzierl”) and Alexander Waldstein (“Waldstein”), for their roles in a scheme to launder hundreds…more

Brazil, Bribery, BSA/AML, Corruption, Criminal Prosecution

See all updates »

Sequana – What You Need to Know

Summary - The Supreme Court has delivered its long-awaited decision in BTI 2014 LLC v. Sequana S.A. [2022] UKSC 25.  It is a significant decision for the law of directors’ duties. For the first time the UK’s highest…more

Board of Directors, Corporate Governance, Creditors, Directors, Insolvency

See all updates »

SBICs – A Tradition (Mostly) Unlike Any Other? April 2024 - Revised SBA Rules Move Cap Call Lending Closer, But Still a Bridge Too Far?

When the U.S. Small Business Administration’s (“SBA’s”) revised rules for its Small Business Investment Company (“SBIC”) program went into effect last August, it looked like a greenfield market for capital call financing had…more

Financial Services Industry, Investment, Lenders, Loans, SBA

See all updates »

KYC – “Know Your Customer,” or Agent, or Financial Institution, to Qualify for the Bankruptcy Code Safe Harbors

Parties structuring certain financial transactions to comply with the Bankruptcy Code safe harbor provisions, including protections from the avoidance powers in Section 548 of the Bankruptcy Code, must be cognizant of recent…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Financial Institutions, Financial Transactions

See all updates »

FUNd Times in Charlotte October 2022 | Issue No. 198 - Finding the FUNd in Pre-Funding

In this week’s Fund Finance Friday, we will discuss the mechanics around an investor’s right to pre-fund all or a portion of its capital commitment (“Pre-Funding Investor”). In a subscription-based lending facility, a lender…more

Capital Calls, Financing, Investment, Investment Funds, Investors

See all updates »

Transition Plan Taskforce Publishes the Final Disclosure Framework

On October 9, 2023, the Transition Plan Taskforce (TPT) published the Disclosure Framework providing good practice recommendations for companies to enable them to make “high quality, consistent and comparable transition plan…more

Climate Action Plan, Climate Change, Corporate Governance, Disclosure Requirements, Financial Conduct Authority (FCA)

See all updates »

UK Spring Budget 2024

Key Tax Measures The Chancellor of the Exchequer delivered the United Kingdom (“UK”) Spring Budget for 2024 on 8 March, 2024.  The Budget was delivered against the backdrop of an anticipated general election in the summer or…more

Domicile, Film Industry, Financial Institutions, Income Taxes, Independent Films

See all updates »

ESG in Fund Finance: The Next Phase April 2024 - ESG in Fund Finance

In the first of our series “ESG in Fund Finance” articles, we summarise and examine the recent publication “A Guide to the Application of Sustainability-linked Loan Principles in Fund Finance”…more

Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry, Investment Funds, Loans

See all updates »

SEC Re-Proposes Dodd-Frank Act Section 621 Conflicts of Interest Rule

The Securities and Exchange Commission (“SEC”) unanimously voted yesterday to re-propose a rule to prohibit conflicts of interest in certain securitization transactions. The SEC previously proposed, but never finalized, this…more

Asset-Backed Securities, Conflicts of Interest, Dodd-Frank, Proposed Rules, Regulatory Agenda

See all updates »

The Commission Fails to Endorse ESMA’s Draft Disclosure Technical Standards Under the Securitisation Regulation

The European Securities and Markets Authority (“ESMA”) published on its website late on 18 December 2018, a letter from the European Commission to ESMA dated 30 November 2018 (the “Commission’s Letter”), in which the Commission…more

Disclosure Requirements, European Commission, European Securities and Markets Authority (ESMA), Loan Market Association, Securitization

See all updates »

The Court of Appeal Judgment in the Adler Restructuring Plan: Pari Passu is Back!

On 23 January the Court of Appeal unanimously overturned the High Court’s decision to sanction Adler’s restructuring plan, following a successful challenge from an ad hoc committee of noteholders (the AHG). The judgment is the…more

Commercial Bankruptcy, Creditors, Debtors, Pari Passu, Restructuring

See all updates »

SEC Adopts Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) finalized and adopted rules on climate-related disclosures for public companies, including foreign private issuers, that are less onerous than the…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Securities Litigation Alert: “Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That Render Affirmative Statements Misleading

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L. P., vacating a judgment of the U.S. Court of Appeals for the Second Circuit that had reinstated claims…more

False Statements, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Rule 10b-5

See all updates »

KYC – “Know Your Customer,” or Agent, or Financial Institution, to Qualify for the Bankruptcy Code Safe Harbors

Parties structuring certain financial transactions to comply with the Bankruptcy Code safe harbor provisions, including protections from the avoidance powers in Section 548 of the Bankruptcy Code, must be cognizant of recent…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Financial Institutions, Financial Transactions

See all updates »

Tax Update: IRS Trims Back FATCA

On December 13, 2018, the Internal Revenue Service issued proposed regulations that eliminate certain types of withholding under Sections 1471-1474 of the tax code, which are commonly referred to as FATCA…more

FATCA, Foreign Investment, IRS, Proposed Regulation, Tax Planning

See all updates »

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

See all updates »

Department of Justice Announces New Whistleblower Rewards Program

On March 7, 2024, the U.S. Department of Justice (“DOJ”) announced that it will create a whistleblower rewards program under which individuals who report corporate misconduct can earn a share of any resulting DOJ forfeiture. …more

Corporate Misconduct, Department of Justice (DOJ), Enforcement Actions, Whistleblower Awards, Whistleblower Protection Policies

See all updates »

DOJ Casts the FCPA Spotlight on Brazil-Related Enforcement

On May 25, 2021, the U.S. Department of Justice (“DOJ”) unsealed an indictment charging two Austrian citizens, Peter Weinzierl (“Weinzierl”) and Alexander Waldstein (“Waldstein”), for their roles in a scheme to launder hundreds…more

Brazil, Bribery, BSA/AML, Corruption, Criminal Prosecution

See all updates »

FRB Requests Comments on Proposed Single-Counterparty Credit Limits

The Board of Governors of the Federal Reserve System ("FRB") has requested comments on reissued proposed rules that would establish a single-counterparty credit limits ("SCCL") for domestic and foreign bank holding companies…more

Bank Holding Company, Banking Sector, Credit, Dodd-Frank, Federal Reserve

See all updates »

SEC’s Division of Corporation Finance Heightens Expectations for Crypto Disclosures

In the wake of mounting crypto bankruptcies and federal investigations into the alleged misappropriation of crypto assets, among other possible wrongdoing by market participants, the U.S. Securities and Exchange Commission’s…more

Cryptoassets, Cryptocurrency, Disclosure Requirements, Financial Distress, New Guidance

See all updates »

Court of Appeals Decision: Managers of Open-Market CLOs Not Subject to Dodd-Frank Risk Retention

On February 9, 2018, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit unanimously ruled in favor of the Loan Syndications and Trading Association (“LSTA”) in its lawsuit against the…more

Appeals, Asset-Backed Securities, Collateralized Loan Obligations, Dodd-Frank, FRB

See all updates »

Marching into March February 2023 | Issue No. 212 - FFF Sovereign Immunity Series – Part VI

Today’s article marks the halfway point in our alphabetical 50-state survey of sovereign immunity, as this installment covers Montana, Nebraska, Nevada, New Hampshire and New Jersey…more

Contract Disputes, Financing, Investment, Investment Funds, Sovereign Immunity

See all updates »

A Call to Arms: CFPB Encourages States to Use Federal Authorities to Bring Enforcement Actions

The Consumer Financial Protection Bureau ("CFPB") issued an interpretive rule on May 19, reiterating the authority that states have to pursue companies and individuals that violate federal consumer financial protection laws,…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Financial Services Industry

See all updates »

Intellectual Property Law: Looking Forward to 2023

With the continuing advancements of cutting-edge technologies — such as genome editing (CRISPR) and Non-Fungible Tokens (NFTs) — U.S. courts will have a full docket of challenging IP cases throughout 2023. Below are some of the…more

Certiorari, Copyright, Corporate Counsel, Fair Use, Fine Art

See all updates »

Summer Reading July, 2021 - Note Prevails over Mortgage in the Event of a Conflict

A recent decision from The Supreme Court of Florida (the “Florida Supreme Court”) in WVMF Funding v. Luisa Palmero, et al. (Fl. S. Ct.; SC19-1920, June 24, 2021) held that, while a note and mortgage must be read together, in the…more

Foreclosure, Mortgage Lenders, Mortgages, Promissory Notes, Reverse Mortgages

See all updates »

When “Six Eyes” Just Aren’t Enough

On February 16, 2021, the United States District Court in the Southern District of New York (the “Court”) issued a decision In Re Citibank August 11, 2020 Wire Transfers1 that upheld the “discharge for value” doctrine and ruled…more

Borrowers, Citibank, Dischargeable Debts, Financial Transactions, Lenders

See all updates »

SEC Adopts Final Rules for Disclosure of Hedging Policies

The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)…more

CD&A, Disclosure Requirements, Dodd-Frank, Final Rules, Financial Transactions

See all updates »

Foreign Sovereign Immunity Garden Guide September 2023 - Laying the Groundwork on Foreign Sovereign Immunity

The doctrine of sovereign immunity is a foundational element of the interplay between a governmental investor’s contractual obligation to satisfy capital calls and a fund’s or lender’s ability to enforce that obligation against…more

Borrowers, Contract Terms, Financial Contracts, Financing, Foreign Sovereign Immunities Act of 1976 (FSIA)

See all updates »

Swap Execution Facilities, the Sequel

The Commodity Futures Trading Commission (the “CFTC”) issued a release (the “SEF Proposing Release”) that would make significant revisions to the regulatory requirements that apply under Part 37 of the CFTC Rules (the “Existing…more

Block Trades, CFTC, Financial Markets, Foreign Entities, Swap Execution Facilities

See all updates »

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide

JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide